Chapter 15 Petition for Recognition of a Foreign Proceeding 12/15 If More Space Is Needed, Attach a Separate Sheet to This Form

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Fill in this information to identify the case: United States Bankruptcy Court for the: Southern . District of . New York . (State) ☐ Check if this is an Case number (If known): ______Chapter 15 amended filing

Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding 12/15 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write debtor’s name and case number (if known).

1. Debtor’s name Norwegian Air Shuttle ASA

2. Debtor’s unique identifier For non-individual debtors:

☐ Federal Employer Identification Number (EIN) ______– ______☒ Other 965920358 MVA . Describe identifier Organization number (Norway).

For individual debtors:

☐ Social Security number: xxx – xx– ______☐ Individual Taxpayer Identification number (ITIN): 9 xx – xx – ______☐ Other ______. Describe identifier ______.

3. Name of foreign representative(s) Geir Karlsen

4. Foreign proceeding in which appointment of the foreign representative(s) occurred Examinership proceeding under Part 10 of the Companies Act 2014 (High Court of Ireland)

5. Nature of the foreign proceeding Check one: ☐ Foreign main proceeding ☒ Foreign nonmain proceeding ☐ Foreign main proceeding, or in the alternative foreign nonmain proceeding

6. Evidence of the foreign ☒ A certified copy, translated into English, of the decision commencing the foreign proceeding and proceeding appointing the foreign representative is attached. (See Exhibit A attached hereto.) ☐ A certificate, translated into English, from the foreign court, affirming the existence of the foreign proceeding and of the appointment of the foreign representative, is attached. ☒ Other evidence of the existence of the foreign proceeding and of the appointment of the foreign representative is described below, and relevant documentation, translated into English, is attached. Certified extract of Board minutes appointing the Foreign Representative from Norwegian Air Shuttle ASA (See Exhibit B attached hereto.)

7. Is this the only foreign ☒ No. (Attach a statement identifying each country in which a foreign proceeding by, regarding, or proceeding with respect to against the debtor is pending.) (See Exhibit C attached hereto.) the debtor known to the ☐ Yes foreign representative(s)?

Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding Page 1 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 2 of 101 Debtor Norwegian Air Shuttle ASA . Case number (if known) ______Name

8. Others entitled to notice Attach a list containing the names and addresses of: (i) all persons or bodies authorized to administer foreign proceedings of the debtor, (ii) all parties to litigation pending in the United States in which the debtor is a party at the time of filing of this petition, and (iii) all entities against whom provisional relief is being sought under § 1519 of the Bankruptcy Code.

(See Exhibit D attached hereto.)

9. Addresses Country where the debtor has the center of its Debtor’s registered office: main interests: Norway Oksenøyveien 3, 1366 Lysaker Number Street

P.O. Box Fornebu, Bærum City State/Province/Region ZIP/Postal Code Norway Country

Individual debtor’s habitual residence: Address of foreign representative(s):

N/A Oksenøyveien 3, 1366 Lysaker Number Street Number Street

P.O. Box P.O. Box Fornebu, Bærum City State/Province/Region ZIP/Postal Code City State/Province/Region ZIP/Postal Code Norway Country Country

10. Debtor’s website (URL) https://www.norwegian.com/

11. Type of debtor Check one: ☒ Non-individual (check one): ☒ Corporation. Attach a corporate ownership statement containing the information described in Fed. R. Bankr. P. 7007.1. (See Exhibit E attached hereto.) ☐ Partnership ☐ Other. Specify: ______☐ Individual

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03/12/2021

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Exhibit A

Certified Copy of Decision Appointing the Interim Examiner 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 5 of 101 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 6 of 101 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 7 of 101 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 8 of 101 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 9 of 101

Certified Copy of Decision Appointing the Foreign Representative

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Exhibit B

Extract of Certified Board Resolution Appointing the Foreign Representative 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 13 of 101

20210225_NAS BoD Minutes (Extract).pdf

Signers: Name Method Date Chris Browne One-Time-Password 2021-02-25 17:52 GMT+1 Leisner, Ingrid Elvira BANKID_MOBILE 2021-02-25 17:53 GMT+1 Holm, Eric BANKID_MOBILE 2021-02-25 17:55 GMT+1 Niels Smedegaard NEMID 2021-02-25 17:56 GMT+1 Øien, Geir Olav BANKID_MOBILE 2021-02-25 18:03 GMT+1 Gundersen, Katrine BANKID 2021-02-25 18:04 GMT+1 Madsen, Vibeke H BANKID_MOBILE 2021-02-25 18:04 GMT+1 Gravir, Sondre BANKID_MOBILE 2021-02-25 18:26 GMT+1 Jaan Albrecht Binderberger One-Time-Password 2021-02-25 19:32 GMT+1

This document package contains: - Front page (this page) This file is sealed with a digital signature. - The original document(s) The seal is a guarantee for the authenticity - The electronic signatures. These are not visible in the of the document. document, but are electronically integrated. Document ID: ADA889BF7E9A476181A8CF9B62E7D4C2

the signed document follows on the next page > 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 14 of 101

MINUTES

FROM

A BOARD OF DIRECTORS MEETING

NORWEGIAN AIR SHUTTLE ASA

On 25 February 2021 at 13:30 CET a board meeting was held at Norwegian Air Shuttle ASA. The meeting was held via TEAMS video/call due to the Covid-19 pandemic.

The following board members attended: Niels Smedegaard (Chairman) Jaan Albrecht Binderberger Sondre Gravir Ingrid Elvira Leisner Vibeke Hammer Madsen Chris Browne Geir Olav Øien Eric Holm Katrine Gundersen

The board constituted a quorum.

Other participants (for the full meeting unless otherwise noted): Jacob Schram, CEO Geir Karlsen, CFO Charlotte Muri, Head of CEO Office Endre Hermansen, CEO Advisor Richard Sjøqvist, Partner at BAHR AS (acting as legal adviser) Andrew Hodges, EVP Airline (for item [08]-21) Johan Gauermann, EVP Operations (for item [07]-21) Henry Donohoe, SVP Safety, Security, Compliance & ERP (for item [07]-21) Haakon Flaaten, SVP Global Accounting (for item [10]-21) Agnethe Kopperdal, Interim SVP Global Accounting (for item [10]-21)

Norwegian Air Shuttle ASA is hereinafter referred to as “NAS” or “the Company”

This file is sealed with a digital signature. The seal is a guarantee for the authenticity of the document. Document ID: ADA889BF7E9A476181A8CF9B62E7D4C2 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 15 of 101 2

Please note that this an extract of the minutes relating to the resolution for item [09]-21 with regards to proposed actions in relation to Chapter 15 of the US Bankruptcy Code.

Item [09]-21 Project Evergreen – Update Jacob Schram, the CEO, and Geir Karlsen, the CFO, gave an orientation of the most recent developments in the ongoing examinership process in Ireland and the parallel restructuring negotiations in Norway.

[…]

Thereafter, Richard Sjøqvist explained that the Company will seek recognition of the scheme of arrangement and compulsory composition as foreign proceedings under Chapter 15 of the US Bankruptcy Code before the United States Bankruptcy Court for the Southern District of New York (or other appropriate forum) to protect the Company’s assets within the United States from creditor action under United States’ law and protect the Company from claims against it in the United States.

Further, Mr. Sjøqvist advised that a foreign representative will be required to be appointed to commence or cause the commencement of the Chapter 15 proceedings in the United States Bankruptcy Court on the Company’s behalf in order to obtain recognition of the scheme of arrangement and compulsory composition under Chapter 15 of the US Bankruptcy Code (the ‘Chapter 15 Recognition Order’).

Mr. Sjøqvist outlined that Weil, Gotshal and Manges LLP (as the Company’s United States counsel) will, if authorised, take all action it considers necessary in procuring a Chapter 15 Recognition Order to effect the Irish scheme of arrangement and Norwegian restructuring negotiation.

After due and careful consideration, it was RESOLVED that:

i. Seeking the Chapter 15 Recognition Order is of benefit to the Company and its creditors;

ii. Mr. Geir Karlsen, or failing him any other director of the Company from time to time, be and is hereby appointed as the foreign representative (the ‘Foreign Representative’) as such term is defined in section 101 of the US Bankruptcy Code for the purposes of obtaining Chapter 15 recognition;

iii. Mr. Geir Karlsen, or failing him any other director of the Company from time to time, be and is hereby authorised, empowered and directed, in the name and on behalf of the Company, to approve and effectuate the execution of petitions for Chapter 15 recognition and related pleadings and accessory documentation, settle the term of any notices, affidavits, certificates or other documentation required in conjunction with Chapter 15 recognition and to take such actions as he deems appropriate in connection therewith;

iv. Weil, Gotshal and Manges LLP (as the Company’s United States counsel) is instructed to file petitions for recognition under Chapter 15 of the US Bankruptcy Code for and on behalf of the Company before any court of competent jurisdiction of the United States to agree, finalise and execute any pleadings, agreements, applications, notices or other instruments whatsoever necessary or desirable to obtain a Chapter 15 Recognition Order to enforce the Irish scheme of arrangement and Norwegian compulsory composition in the United States; and

v. Mr. Geir Karlsen, or failing him any other director of the Company from time to time, be and is hereby authorised, empowered and directed, in the name and on behalf of the Company, to settle the terms of any affidavits or other documentation required in conjunction with the foreign law evidence for the Chapter 15 Recognition Order and to take such actions as he deems appropriate in connection therewith.

______Niels Smedegaard Chris Browne Jaan Albrecht Binderberger (Chairman)

______Sondre Gravir Ingrid Elvira Leisner Vibeke Hammer Madsen

______Katrine Gundersen Geir Olav Øien Eric Holm

Exhibit C

Statement Identifying Foreign Proceedings Involving Debtors 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 19 of 101

WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Kelly DiBlasi, Esq. Debora Hoehne, Esq. Furqaan Siddiqui, Esq.

Attorneys for the Foreign Representative

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

------x In re: : : Chapter 15 : NORWEGIAN AIR SHUTTLE ASA, et al.,1 : Case No. 21– ______( ) : Debtors in foreign proceedings. : : (Joint Administration Requested) ------x

STATEMENT IDENTIFYING EACH COUNTRY IN WHICH A FOREIGN PROCEEDING INVOLVING THE DEBTOR IS PENDING

Geir Karlsen in his capacity as the foreign representative (the “Foreign

Representative”) of the above-captioned debtors, Norwegian Air Shuttle ASA (“Norwegian”), which has commenced a foreign proceeding in Norway (the “Reconstruction Proceeding”) under

Norway’s Temporary Reconstruction Act (2020) (the “Norwegian Reconstruction Act”) before the District Court of Oslo (the “Norwegian Court”), and Arctic Aviation Assets DAC (“AAA”)

(together with Norwegian, the “Debtors”), which together with Norwegian and certain non-debtor affiliates has commenced a foreign proceeding in Ireland (the “Irish Examinership Proceeding”

1 The Debtors in the foreign proceedings and the last four digits of each Debtor’s local tax identification number are as follows: Norwegian Air Shuttle ASA (0358) and Arctic Aviation Assets DAC (1191). The location of Norwegian Air Shuttle ASA’s corporate headquarters is Oksenøyveien 3, 1336 Lysaker, Norway. The location of Aviation Assets DAC’s corporate headquarters is Ground Floor, Imbus House, Dublin Airport. 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 20 of 101

and, together with the Reconstruction Proceeding, the “Foreign Proceedings”) under Part 10 of

Ireland’s Companies Act 2014 (the “Companies Act”) before the High Court of Ireland (the “Irish

Court”), has commenced the above-captioned chapter 15 cases (“Chapter 15 Cases”) ancillary to the Foreign Proceedings and submits the following statement identifying each country in which a foreign proceeding by, regarding, or against the debtor is pending:

1. The Debtors have together commenced the Irish Examinership Proceeding in Ireland. This proceeding is a foreign nonmain proceeding for Norwegian and a foreign main proceeding for AAA. The Irish Examinership Proceeding is continuing in coordination with the

Reconstruction Proceeding and it is intended that any schemes of arrangement proposed in the

Irish Examinership Proceeding will be implemented in Norway through the Reconstruction

Proceeding.

2. Norwegian has commenced the Reconstruction Proceeding in Norway.

This proceeding is a foreign main proceeding for Norwegian. The Reconstruction Proceeding was commenced in coordination with the Irish Examinership Proceeding and to implement in Norway any schemes of arrangement proposed in the Irish Examinership Proceeding.

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Exhibit D

Rule 1007(a)(4) Schedule of Parties 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 22 of 101

WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Kelly DiBlasi, Esq. Debora Hoehne, Esq. Furqaan Siddiqui, Esq.

Attorneys for the Foreign Representative

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

------x In re: : : Chapter 15 : NORWEGIAN AIR SHUTTLE ASA, et al.,1 : Case No. 21– ______( ) : Debtors in foreign proceedings. : : (Joint Administration Requested) ------x

RULE 1007(a)(4) OF FEDERAL RULES OF BANKRUPTCY PROCEDURE SCHEDULE OF PARTIES

In accordance with Rule 1007(a)(4) of the Federal Rules of Bankruptcy Procedure

and as attested to in the Declaration of Geir Karlsen in Support of the Motion for Recognition of

Foreign Main and Non-Main Proceedings, and Certain Related Relief (the “Karlsen

Declaration”) filed contemporaneously herewith, Geir Karlsen in his capacity as the foreign

representative (the “Foreign Representative”) of the above-captioned debtors, Norwegian Air

Shuttle ASA (“Norwegian”), which has commenced a foreign proceeding in Norway (the

1 The Debtors in the foreign proceedings and the last four digits of each Debtor’s local tax identification number are as follows: Norwegian Air Shuttle ASA (0358) and Arctic Aviation Assets DAC (1191). The location of Norwegian Air Shuttle ASA’s corporate headquarters is Oksenøyveien 3, 1336 Lysaker, Norway. The location of Arctic Aviation Assets DAC’s corporate headquarters is Ground Floor, Imbus House, Dublin Airport. 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 23 of 101

“Reconstruction Proceeding”) under Norway’s Temporary Reconstruction Act (2020) (the

“Norwegian Reconstruction Act”) before the District Court of Oslo (the “Norwegian Court”),

and Arctic Aviation Assets DAC (“AAA”) (together with Norwegian, the “Debtors”), which

together with Norwegian and certain non-debtor affiliates has commenced a foreign proceeding in

Ireland (the “Irish Examinership Proceeding” and, together with the Reconstruction Proceeding,

the “Foreign Proceedings”) under Part 10 of Ireland’s Companies Act 2014 (the “Companies

Act”) before the High Court of Ireland (the “Irish Court”), have commenced the above-captioned chapter 15 cases (“Chapter 15 Cases”) ancillary to the Foreign Proceedings and provides the

following schedule of the names and address of the relevant persons, bodies, and parties.

I. All persons or bodies authorized to administer foreign proceedings of the Debtors:

KPMG 1 Stokes Place, St. Stephen’s Green Dublin 2, Dublin, Ireland, D02 DE03 Telephone: + 353 1 410 1932 Attention: Kieran Wallace Email: [email protected]

Ro Sommernes advokatfirma DA Postbox 1983 Vika, N-0125 Oslo, Norway Telephone: + 47 2 300 3440 Attention: Håvard Wiker Email: [email protected]

II. All parties to litigation pending in the United States in which the Debtors are a party at the time of filing of this petition:

The Boeing Company 100 North Riverside Plaza Chicago, IL, 60606, United States

Boeing Commercial Aviation Services Europe Ltd. (BCASEL) 100 North Riverside Plaza Chicago, IL, 60606, United States

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AAA MAX 1 LIMITED, AAA MAX 2 LIMITED, AAA MAX 3 LIMITED, AAA MAX 4 LIMITED, AAA B787 2 LIMITED and AAA B787 3 LIMITED c/o Tribler Orpett & Meyer P.C. 225 West Washington – Suite 2550 Chicago, Illinois 60606-2418 Attn: Mitch Orpett [email protected]

Aaron Lyons c/o Stuart R. Fraenkel LLP, 601 South Figueroa Street, Ste. 2050, Los Angeles, CA, 90017 Attention: Stuart R. Fraenkel, on behalf of Aaron Lyons

Gautam Jagannath

Paul Louis Nuchims

Li Cui Attn: [email protected]

Mohammad Shahram Hajebi

Andrew Calo

Richard Hermanns

Victoriya Pronchatova

Farrah Rhea

Derek Stumpfhauser

Francisco Unger

New York State Department of Taxation and Finance Office of Counsel

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W A Harriman Campus Albany NY 12227-0001 Attn: [email protected]

John Martini [email protected]

Wayne Tully [email protected]

III. All of the entities against whom provisional relief is being sought under section 1519 of the Bankruptcy Code:

The Foreign Representative is not seeking provisional relief at this time and reserves all rights to seek such relief in the future.

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Exhibit E

Corporate Ownership Statement 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 27 of 101

WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Kelly DiBlasi, Esq. Debora Hoehne, Esq. Furqaan Siddiqui, Esq.

Attorneys for the Foreign Representative

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

------x In re: : : Chapter 15 : NORWEGIAN AIR SHUTTLE ASA, et al.,1 : Case No. 21– ______( ) : Debtors in foreign proceedings. : : (Joint Administration Requested) ------x

CORPORATE OWNERSHIP STATEMENT PURSUANT TO FEDERAL RULES OF BANKRUPTCY PROCEDURE 1007(a)(4) AND 7007.1

In accordance with the requirements of Rules 1007(a)(4) and 7007.1 of the Federal

Rules of Bankruptcy Procedure, Geir Karlsen in his capacity as the foreign representative (the

“Foreign Representative”) of the above-captioned debtors, Norwegian Air Shuttle ASA

(“Norwegian”), which has commenced a foreign proceeding in Norway (the “Reconstruction

Proceeding”) under Norway’s Temporary Reconstruction Act (2020) (the “Norwegian

Reconstruction Act”) before the District Court of Oslo (the “Norwegian Court”), and Arctic

Aviation Assets DAC (“AAA”) (together with Norwegian, the “Debtors”), which together with

1 The Debtors in the foreign proceedings and the last four digits of each Debtor’s local tax identification number are as follows: Norwegian Air Shuttle ASA (0358) and Arctic Aviation Assets DAC (1191). The location of Norwegian Air Shuttle ASA’s corporate headquarters is Oksenøyveien 3, 1336 Lysaker, Norway. The location of Arctic Aviation Assets DAC’s corporate headquarters is Ground Floor, Imbus House, Dublin Airport. 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 28 of 101

Norwegian and certain non-debtor affiliates has commenced a foreign proceeding in Ireland (the

“Irish Examinership Proceeding” and, together with the Reconstruction Proceeding, the

“Foreign Proceedings”) under Part 10 of Ireland’s Companies Act 2014 (the “Companies Act”) before the High Court of Ireland (the “Irish Court”), have commenced the above-captioned chapter 15 cases (“Chapter 15 Cases”) ancillary to the Foreign Proceedings and submits the following corporate ownership statement of the Debtors, identifying any corporation that directly or indirectly owns 10% or more of any class of each Debtor’s equity interests:

1. Norwegian, a corporation organized under the laws of Norway and a publicly traded company in Norway, directly owns 100% of AAA, a designated activity company organized under the laws of Ireland.

2. At the time of the commencement of the Chapter 15 Cases, only Avanza

Bank AB directly or indirectly owns 10% or more of any class of Norwegian’s equity interests.

3. For the Court’s convenience, an abbreviated corporate structure chart is provided below:

Norwegian Air Shuttle ASA: Organizational Chart

Norwegian Air Shuttle ASA

Arctic Aviation Assets DAC (AAA)

Drammensfjorden Leasing Ltd (DLL) Debtor in Chapter 15 Case Party in Irish Examinership Proceeding only Lysakerfjorden Leasing Ltd Party in both Irish Examinership Proceeding and Reconstruction Proceeding (LLL)

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Exhibit F

Examinership Petition 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 30 of 101

THE HIGH COURT Record No 2020 COS IN THE MATTER OF ARCTIC AVIATION ASSETS DESIGNATED ACTIVITY COMPANY AND IN THE MATTER OF NORWEGIAN AIR INTERNATIONAL LIMITED AND IN THE MATTER OF DRAMMENSFJORDEN LEASING LIMITED AND IN THE MATTER OF TORSKEFJORDEN LEASING LIMITED AND IN THE MATTER OF LYSAKERFJORDEN LEASING LIMITED AND IN THE MATTER OF PART 10 OF THE COMPANIES ACT 2014 AND IN THE MATTER OF NORWEGIAN AIR SHUTTLE ASA AS A RELATED COMPANY WITHIN THE MEANING OF SECTION 517 AND SECTION 2(10) OF THE COMPANIES ACT 2014

Booklet of Petition Papers

(1) Ex Parte Docket

(2) Petition dated 18 November 2020

(3) Verifying affidavit of Tore Jenssen sworn 18 November 2020

(4) Exhibit “TJ1” sworn 18 November 2020

(5) Affidavit of suitability sworn 17 November 2020 by Gavin Smith

(6) Affidavit of Kieran Wallace sworn 17 November 2020

MATHESON 70 Sir John Rogerson’s Quay Dublin 2 Ref: TOG/BC 63502/295

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THE HIGH COURT

Record No 2020 COS

IN THE MATTER OF ARCTIC AVIATION ASSETS DESIGNATED ACTIVITY COMPANY

AND

IN THE MATTER OF NORWEGIAN AIR INTERNATIONAL LIMITED

AND

IN THE MATTER OF DRAMMENSFJORDEN LEASING LIMITED

AND

IN THE MATTER OF TORSKEFJORDEN LEASING LIMITED

AND

IN THE MATTER OF LYSAKERFJORDEN LEASING LIMITED

AND

IN THE MATTER OF PART 10 OF THE COMPANIES ACT 2014

AND

IN THE MATTER OF NORWEGIAN AIR SHUTTLE ASA AS A RELATED COMPANY WITHIN THE MEANING OF SECTION 517 AND SECTION 2(10) OF THE COMPANIES ACT 2014

To: The High Court

THE HUMBLE PETITION of: (i) Arctic Aviation Assets Designated Activity Company (“AAA”); (ii) Norwegian Air International Limited (“NAI”); (iii) Drammensfjorden Leasing Limited (“DLL”); (iv) Torskefjorden Leasing Limited (“TLL”) and (v) Lysakerfjorden Leasing Limited (“LLL”) (hereinafter collectively referred to as the “Petitioners”) each having its registered office at Ground Floor, Imbus House, Dublin Airport, County Dublin SHOWETH as follows:

1 STATUS OF THE PETITIONERS AND PURPOSE OF THE APPLICATION

1.1 AAA is a designated activity company.

1.2 NAI, DLL, TLL, and LLL are each private companies limited by shares.

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1.3 By written resolutions of the sole shareholder of: (i) AAA and NAI, Norwegian Air Shuttle ASA (“NAS”) dated 17 November 2020; and (ii) each of DLL, TLL and LLL, AAA dated 17 November 2020, and by resolutions of the respective boards of directors of each of the Petitioners dated 17 November 2020, it was resolved to present the petition herein seeking an order that the protection of this Honourable Court be afforded to each of the Petitioners pursuant to Part 10 of the Companies Act 2014 (the “2014 Act”) and that Kieran Wallace of KPMG 1 Stokes Place, St. Stephen’s Green, Dublin 2 (the “Proposed Examiner”) be appointed on an interim basis and in due course as examiner of each of the Petitioners in order to investigate the business of each of the Petitioners to determine whether proposals for a compromise or scheme of arrangement can be formulated in respect of each of the Petitioners for the benefit of the employees, the creditors and the members of each of the Petitioners.

1.4 In addition, this petition seeks the protection of this Honourable Court to be afforded to NAS as a related company of the Petitioners pursuant to section 517 of the 2014 Act and the appointment of the Proposed Examiner to NAS on an interim basis and in due course as examiner of NAS. The Petitioners form part of a larger corporate group known as Norwegian, the ultimate shareholder of which is NAS (the “Group”). The centre of main interests (“COMI”) of NAS is located in Norway and therefore not in a member state to which Council Regulation (EC) No. 2015 / 848 on Insolvency Proceedings (the “EU Insolvency Regulation”) applies. As set out below, however, the Petitioners are satisfied that there is a sufficient connection between NAS and the State such that it is a body corporate which is capable of being wound up in the State under the 2014 Act and therefore, being a related company to the Petitioners for the purpose of section 2(10) of the 2014 Act, may be afforded the protection of this Honourable Court pursuant to section 517 of the 2014 Act (this is considered further in paragraph 21.4 of this petition).

1.5 A group structure chart, which shows the main holding and operating companies in the Group is exhibited to the verifying affidavit of Tore Jenssen, a director of each of the Petitioners, which has been sworn in support of this petition (the “Verifying Affidavit”).

1.6 For the purpose of this petition the Petitioners and NAS are hereinafter collectively referred to as the “Companies”.

2 CORPORATE INFORMATION FOR EACH OF THE COMPANIES

(i) AAA

2.1 AAA was incorporated on 9 August 2013 under the name September Aviation Assets Limited as a limited company under the Companies Acts 1963 to 2012 (the “1963 Act”) having company number 531191. By special resolution dated 6 March 2014 and as evidenced by the certificate of incorporation on change of name dated 10 March 2014, AAA changed its name

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to Arctic Aviation Assets Limited. Thereafter, by special resolution dated 31 August 2016 and as evidenced by the certification of incorporation on conversion to a designated activity company dated 20 September 2016, AAA re-registered as a designated activity company under the 2014 Act.

2.2 The authorised and issued share capital of AAA is as follows:

Ordinary shares - Total authorised Total issued shares Value of total nominal value ordinary issued shares per share Shares US$1.00 1,000,000,000 479,603,658 US$479,603,658.00

2.3 The objects of AAA, as set out in its constitution, are principally:

“to acquire and hold controlling and other interests in the share or loan capital of any company or companies anywhere in the world and to carry on the business of a holding company and/or to carry on the business of an investment company in Ireland and elsewhere and for such purpose to acquire and hold, either in the name of the Company or in the name of any nominee or agent, any shares, stocks, bonds, debentures, or debenture stock (whether perpetual or not), loan stock, notes, obligations, and other securities or assets of any kind, whether corporeal or incorporeal, issued or guaranteed by any company wherever incorporated or carrying on business and similarly to acquire and hold as aforesaid any shares, stocks, bonds, debenture stock, loan stock, notes, obligations, and securities issued or guaranteed by any government, state, ruler, commissioners, public body or authority (and whether sovereign, dependent, national, regional, local or municipal), and to acquire any shares, stocks, bonds, debentures, debenture stock, loan stock, notes, obligations and other securities or other assets by original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicates or otherwise and whether or not fully paid up, and to subscribe for the same subject to such terms and conditions (if any) as may be thought fit and to exercise and enforce all rights and powers conferred by virtue of the holding by the Company of some special proportion of the issue or nominal amount thereof.”

(ii) NAI

2.4 NAI was incorporated on 3 April 2013 under the name Norwegian Air International Limited as a limited company under the 1963 Act under company number 525771. By special resolution dated 23 November 2016 and as evidenced by the certification of incorporation on conversion to a private company limited by shares dated 30 November 2016, NAI re-registered as a private company limited by shares under the 2014 Act.

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2.5 The authorised and issued share capital of NAI is as follows:

Ordinary shares - Total authorised Total issued shares Value of total nominal value ordinary issued shares per share Shares US$1.00 1,200,000,000 1,036,449,935 US$1,036,449,935

EUR€1 100,000,000 1 EUR€1

(iii) DLL

2.6 DLL was incorporated on 24 September 2013 under the name Drammensfjorden Leasing Limited as a limited company under the 1963 Act under company number 533167. By special resolution dated 24 November 2016 and as evidenced by the certification of incorporation on conversion to a private company limited by shares dated 30 November 2016, DLL re- registered as a private company limited by shares under the 2014 Act.

2.7 The authorised and issued share capital of DLL is as follows:

Ordinary shares - Total authorised Total issued shares Value of total nominal value ordinary issued shares per share Shares US$1.00 100,000,000 62,403,136 US$62,403,136

(iv) TLL

2.8 TLL was incorporated on 23 April 2015 under the name Torskefjorden Leasing Limited as a limited company under the 1963 Act under company number 560938. By special resolution dated 24 November 2016 and as evidenced by the certification of incorporation on conversion to a private company limited by shares dated 30 November 2016, TLL re-registered as a private company limited by shares under the 2014 Act.

2.9 The authorised and issued share capital of TLL is as follows:

Ordinary shares - Total authorised Total issued shares Value of total nominal value ordinary issued shares per share Shares US$1.00 700,000,000 651,115,824 US$651,115,824

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(v) LLL

2.10 LLL was incorporated on 5 July 2016 under the name Lysakerfjorden Leasing Limited as a limited company under the 2014 Act under company number 585570.

2.11 The authorised and issued share capital of LLL is as follows:

Ordinary shares - Total authorised Total issued shares Value of total nominal value ordinary issued shares per share Shares US$1.00 Nominal 112,098,854 US$112,098,854

2.12 AAA and NAI are wholly owned by NAS. DLL, TLL and LLL are wholly owned by AAA. NAS as the ultimate shareholder of the Group is a publicly listed company. Its shares are currently listed on Oslo Børs (the Oslo Stock Exchange).

2.13 The directors of each of AAA, DLL, TLL and LLL are:

(a) Tore Jenssen, 4 Marina Village, Malahide, Co. Dublin, Ireland;

(b) Peter Lawless, Shortwood House, Daars, Sallins, Co. Kildare, Ireland;

(d) Geir Karlsen, Midgarveien 4, 1358 Jar, Norway.

2.14 The directors of NAI are as follows:

(a) Geir Karlsen;

(b) Tore Østby; and

2.15 The secretary of each of the Petitioners is Matsack Trust Limited of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.

(v) NAS

2.16 NAS was incorporated on 22 January 1993 under the laws of Norway having company number 965920358 MVA. It is headquartered at Oksenøyveien 3, 1336 Lysaker, Norway.

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2.17 The authorised and issued share capital of NAS is as follows:

Ordinary shares - Total authorised Total issued shares Value of total nominal value ordinary issued shares per share Shares NOK 0.10 5,211,509,142 3,700,579,264 NOK 370,057,926

3 GROUP COMPANIES EXCLUDED FROM PETITION

3.1 As is apparent from the Group structure exhibited to the Verifying Affidavit, the Group comprises approximately 65 companies in total. The Group’s management, however, is seeking the protection of the High Court in respect of the Companies only in circumstances where they are seen as crucial to the future survival of the part of the business of the Group viewed as capable of surviving as a going concern.

3.2 For the reasons set out in greater detail in the sections which follow, the Companies’ prospects of survival are inextricably linked. With the exception of AAA’s interest in its joint venture, SkyHawk Aviation Limited (considered below), TLL, DLL, LLL and AAA are entirely reliant on NAS and its airline subsidiaries for their respective income streams. All other aircraft held by AAA and its wholly owned Irish asset management platform, including TLL, DLL and LLL, are leased or subleased to NAS and the other four airlines within the Group. Accordingly, if NAS were to go into liquidation, in all likelihood so too would the Petitioners.

3.3 As regards the effect, if any, the liquidation of AAA and its subsidiary companies would have on NAS, in circumstances where NAS requires access to a considerable fleet of aircraft in order to service its routes and it currently has this through its Irish asset management platform (considered below): with such aircraft having the correct specification, internal configuration and external livery to be suitable for the NAS fleet, the liquidation of the key components of its asset management platform would undoubtedly cause severe disruption to NAS.

3.4 Unlike DLL, TLL and LLL, the other AAA subsidiary companies which sit within the Irish asset management platform, but which are not the subject of this petition (the “Excluded Subsidiaries” and each an “Excluded Subsidiary”), are aircraft holding companies, most with multiple aircraft but each with only one principal third-party creditor. The third-party creditors have security interests in the aircraft held by the Excluded Subsidiaries. The benefit of any lease and/or sub lease between the Excluded Subsidiaries and NAS and/or one or other four airlines within the Group has been assigned to the third-party creditors by way of security assignment. Whether the Excluded Subsidiaries can continue as going concerns is dependent almost entirely on whether their principal creditors will agree to revised trading terms on their aircraft leases (where a lease in – lease out structure is in place) or secured loans. In this regard, the Group’s management will continue to engage with the creditors of the 6

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Excluded Subsidiaries in the hope of successfully negotiating revised terms. Where negotiation of suitably revised economic terms cannot be achieved, however, it will most likely be the case that the relevant aircraft will have to be handed back to the ultimate owner (in the case of those aircraft which are the subject of a lease in – lease out arrangement) or the secured creditor (where the aircraft is debt financed by the relevant Excluded Subsidiary). In such a case, the relevant Excluded Subsidiary (all of the Excluded Subsidiaries are Irish incorporated companies with their respective COMIs in Ireland) will be liquidated in accordance with Irish law.

3.5 Should the Court appoint an examiner to the Companies, the Group’s management will seek to significantly reduce its fleet from approximately 140 aircraft through a successful examinership process (insofar as the Companies are concerned) and consensual agreements with creditors (insofar as all other Group companies are concerned). This strategy will be reviewed and re-assessed by the Companies in the context of the developments of the COVID-19 pandemic and subsequent passenger sentiment. The future outlook of the Group and its structure will be dependent upon forecasted travel demand, amongst other factors.

3.6 In the meantime, any agreement with creditors and/or any scheme of arrangement sanctioned by the Court in respect of the Companies (the precise terms of which will ultimately be a matter for the examiner appointed) will most likely have to provide for both forgiveness of prior debts and impairment for aircraft lenders and lessors as well as vendors who choose to remain suppliers to the Companies upon them emerging from examinership. Furthermore, in conjunction with the examinership process, there will most likely have to be a restructuring of the remaining forward-looking obligations of both the Companies and other members of the Group to facilitate the attraction of additional capital to support the future business of the Companies and the wider Group.

4 OVERVIEW IN RELATION TO THE BUSINESS OF THE GROUP

History of the Group

4.1 Founded in 1993, the Group is one of the largest low-cost airline carriers in Europe and among the ten largest in the world. In addition to it being a global airline (comprising five separate international low-cost airlines) with a route network stretching across Europe into North Africa, the Middle East, North America, South America, and South-East Asia, the Group is one of the leaders in the European short-haul point-to-point market and has a particularly strong market position in Scandinavia.

4.2 From its establishment in 1993 to the spring of 2003, the Group operated flights on behalf of Braathens on the west coast of Norway, using Fokker F-50 aircraft. In 2002, the Group won a competitive tender to supply the Norwegian Government with operations on three subsided routes in the northern region of Norway. The Group was granted an exclusive licence to

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operate these three routes for the duration of its contract with the Norwegian government. The contract was short lived lasting only 9 months in total and terminating in December 2003 after which the decision was taken by the Group to cease its Fokker F-50 operations.

4.3 In 2003, NAS became a listed company on Oslo Børs (the Oslo Stock Exchange). In 2004, the Group entered into a codeshare agreement with FlyNordic and Sterling. A codeshare is a business arrangement, common in the aviation industry, in which two or more airlines publish and market the same flight under their own airline designator and flight number as part of their published timetable or schedule. The flight is then operated by one airline while seats are sold for the flight by all co-operating airlines using their own designator and flight number.

4.4 Between 2004 and 2005, the Group continued to run low-fare operations. In April 2007, the Group announced the acquisition of the Swedish low-cost airline FlyNordic from Finnair plc, which resulted in it becoming the largest low-cost airline in Scandinavia. As part of the acquisition, Finnair plc received a 5% share stake in NAS.

4.5 Between 2001 and 2013, the Group increased the size of its operations through the opening of a number of new bases across Europe including Helsinki and London Gatwick (with the latter intended to be the European base of its long-haul operations). During this time, the Group also grew its fleet through various contracts with aircraft lessors and aircraft manufacturers.

4.6 In 2012, the Group announced the largest aircraft order in European history. At a cost of US$13.8 billion, the Group contracted to purchase a total of 122 aircraft from The Boeing Company (“Boeing”) (with an option for a further 100) and 100 from Airbus S.A.S (now trading as Airbus SE) (“Airbus”) (with an option for a further 50). In 2015, AAA (on behalf of the Group) contracted with Boeing to acquire an additional 19 Boeing 787-9 Dreamliners.

4.7 To finance the Group’s ambitious growth strategy which involved the opening of many new routes, along with the associated investment in increased employee numbers, training and new aircraft deliveries, the Group disposed of a portion of its shareholding in Bank Norwegian in June and December 2017 raising a total of NOK 546 million (approximately €50.5 million by reference to the exchange rate referred to in paragraph 5.1.2 below). The Group also entered into a number of sale and leaseback arrangements in respect of its aircraft.

4.8 In 2018 the Group launched Norwegian Air Argentina and was granted an air operator's certificate (“AOC”) by the Argentine government.

4.9 By 2019, the Group employed over 9,388 staff at 20 operational bases in 11 countries across four continents. However, 2019 was ultimately a difficult year for the Group as it was faced with a number of significant challenges (which challenges are considered in section 6 of this petition). In response to these challenges, the Group devised and implemented a number of cost reduction measures which included the closure of several crew bases. A re-evaluation of the Group’s entire network was also undertaken as part of a strategy that would hopefully 8

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return the Group to profitability. These measures resulted in cost savings of approximately NOK 2.3 billion (approximately €212 million by reference to the exchange referred to in paragraph 5.1.2) across the Group.

4.10 In March 2020, the Group was severely impacted by the COVID-19 pandemic (the precise impact of which is considered in paragraphs 6.5 to 6.8 of this petition). As considered below, at that time, its total employee headcount had been significantly reduced following the decision taken by the Group to enter into “hibernation mode” in response to the pandemic’s effect on passenger demand and thus on revenue.

Overview of operating structure of the Group

4.11 As outlined above, NAS is the ultimate parent of the Group and is headquartered at Fornebu in Oslo, Norway. NAS had both direct and indirect subsidiaries in Argentina, Norway, Sweden, Denmark, Finland, Ireland, Spain, the United States and the United Kingdom.

4.12 The Group’s operations and functions are structured into several entities to secure international growth and traffic rights to achieve an organisational structure which maintains the Group’s flexibility and adaptability. The Group’s entities are further organised into four main business areas, namely:

(a) assets/financing;

(b) aircraft operations;

(d) other business.

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4.13 The following diagram identifies the specific business areas of the Group which are relevant to the Companies (i.e. assets/financing and aircraft operations):

4.14 Each business area is focused on specializing within its core operation, while maximising benefits on behalf of the Group. Insofar as the Companies are concerned, the following is a brief overview of the two business areas which are most relevant to them:

Assets/Financing (AAA, TLL, DLL and LLL)

4.15 The Group’s asset and financing companies are organised in a set of subsidiaries incorporated and existing in Ireland. AAA is the parent company of these subsidiaries. The function of this business area is to handle aircraft financing, trading, leasing and ownership.

Aircraft Operations (NAS and NAI)

4.16 As mentioned above, the Group has five airline operators (one being NAI) in four different countries which each holds a unique national AOC. Each AOC is supervised by the civil aviation authority in the respective country in which it is in operation. The co-existence of the five airline operators affords the Group broader market access than it would have with a single AOC, which was seen as crucial to the success of the Group’s strategy of expanding the Group’s route network. NAS, based, as mentioned, at Fornebu, outside Oslo, Norway holds one of these AOCs. The others are held by (i) NAI, based in Dublin, Ireland (being one of the Petitioners) (ii) Norwegian Air UK Ltd. (“NUK”), based in London, United Kingdom, (iii) Norwegian Air Norway AS (“NAN”), based in Oslo, Norway and (iv) Norwegian Air Sweden AB (“NSE”), based in Stockholm, Sweden. The Group’s commercial airline activities are operated through 20 bases globally in Norway, Sweden, Denmark, Finland, United Kingdom, Spain, the United States, Italy and France.

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Key Management

4.17 In June 2020, a new group senior management team was appointed and consists of the following individuals:

(a) Jacob Schram, Chief Executive Officer

(b) Geir Karlsen, Chief Financial Officer

(d) Christoffer Sundby, EVP Customer

(e) Guro H. Poulsen, EVP People

(f) Anne-Sissel Skånvik, EVP Communications and Public Affairs

(g) Knut Olav Irgens Høeg, EVP IT, Supply Chain & Process Improvement

(h) Tor-Arne Fosser, EVP Airline Ecosystems

(i) Johan Gauermann (interim), EVP Operations

History and specific activities of the Companies

(i) AAA

4.18 AAA is the Irish holding company for NAS’s Irish aircraft management, trading, leasing and financing platform, through which NAS finances and continues to lease its entire fleet of aircraft.

4.19 AAA was incorporated to act as an asset management company for the Group centralising aircraft leases and financings in a dedicated corporate structure, which is common commercial practice for aircraft owners, lessors and financiers. AAA and its subsidiaries predominantly act as a “captive lessor” which leases aircraft to the Group airlines. It manages the Group’s new aircraft orders, sources aircraft financing, manages aircraft leased from external lessors and markets and trades aircraft to third parties. As a separate business line, AAA acquires and leases aircraft to unrelated airlines via its Irish incorporated subsidiary companies and most recently through its joint venture called SkyHawk Aviation Limited (“SkyHawk”) (as more particularly set out in paragraph 4.26 below).

4.20 AAA has thirty-six (36) Irish incorporated subsidiary companies (collectively, the “Subsidiaries”). The purpose for which the Subsidiaries were incorporated is to facilitate the financing, trading and leasing of aircraft by the Group. AAA actively manages the aircraft leasing and financing arrangements of the Subsidiaries from its leased office at Ground Floor,

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Imbus House, Dublin Airport, where AAA employs seven full time employees. AAA’s activities include the management of day-to-day contractual matters and correspondence with the financiers and lessors of the aircraft held by the Subsidiaries, which number is approximately 140 aircraft in total. AAA charges a management fee to each of the Subsidiaries for management services provided. The terms of and basis for these fees are defined in the respective management agreements in place with each company and typically include reimbursement of actual costs incurred (which can vary), a fixed monthly element and an incentivised fee element based on certain financial performance targets being achieved.

4.21 The Subsidiaries currently lease or sublease all of their owned and financed aircraft, as well as those owned by third party leasing companies, on an operating lease basis to NAS and its wholly owned affiliated airlines in Ireland, the UK, Norway, Sweden and historically Argentina. LLL continues to sublease three (3) aircraft to the purchaser of its Argentine AOC on a temporary basis.

4.22 AAA has acted as an intra-group lender to the Subsidiaries in connection with the aircraft leasing and financing activities of those companies and also acts as a guarantor of certain financing and aircraft leasing arrangements of both its Subsidiaries and its parent, NAS.

4.23 AAA is the assignee by way of novation of an aircraft purchase contract with Boeing for the purchase of one hundred and ten (110) Boeing 737-8 MAX aircraft, ninety-two (92) of which remain undelivered. This contract was originally entered into by NAS and Boeing on 24 January 2012 and novated to AAA on 27 November 2014 (the “737-8 Max Aircraft Contract”). NAS guarantees AAA’s obligations under the 737-8 Max Aircraft Contract.

4.24 AAA is the customer under an aircraft purchase contract entered into on 21 October 2015 with Boeing for the purchase of nineteen (19) Boeing 787-9 aircraft, of which five (5) remain undelivered (the “787-9 Aircraft Contract”).

4.25 AAA is the assignee by way of novation of an aircraft purchase contract with Airbus for the purchase of one hundred (100) Airbus aircraft (the “Airbus Contract”). This contract was originally entered into by NAS and Airbus on 8 June 2012 and novated to AAA on 1 December 2014. NAS guarantees AAA’s obligations under this contract.

4.26 In terms of commercial activities unrelated to the Group, AAA is a 30% shareholder in SkyHawk, which is a joint-venture aircraft financing and leasing platform established in October 2019 between AAA and CCB Leasing (International) Corporation DAC (“CCBLI”), whose ultimate parent is China Construction Bank Corporation (“CCB”). CCBLI hold the remaining 70% of the shares in SkyHawk. SkyHawk, through its wholly owned Irish incorporated subsidiary, engages in the leasing of aircraft to Hong Kong Express Airways Limited, an airline based in Hong Kong (part of the Cathay Pacific group of airlines), which is unrelated to NAS, CCBLI and CCB.

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(ii) NAI

4.27 NAI was established in 2013 and operates routes within Europe. In 2019, NAI operated sixty seven (67) aircraft but now operates twenty eight (28) Boeing 737 aircraft. At the end of 2019, NAI operated out of bases in Denmark, Finland, Spain, Ireland and the UK. NAI is based at Dublin airport and prior to the COVID-19 pandemic employed 41 employees in its own right. NAI currently employs 29 personnel.

4.28 The establishment of NAI was an important milestone for the Group as it was the Group’s first EU licensed airline. Having an EU licensed airline is hugely beneficial as it provides access to traffic rights through bilateral agreements between the EU and third countries, such as, for example, the EU-US Open Skies Agreement. Using an Irish airline is also very attractive when seeking third party financing and leasing aircraft from other lessors as it is a jurisdiction which is well known and respected in the industry (see paragraph 21.4(e) and 21.4(f) below). Furthermore, the reputation of the Irish Aviation Authority, which is one of the statutory bodies with regulatory oversight over NAI, is very highly regarded globally.

(iii) DLL

4.29 DLL was incorporated to centralise all third-party Boeing 737-800 aircraft leased into the Group under operating leases to which NAS had originally been a party. Each of the historic leases to NAS (as lessee) were novated to DLL (as lessee) between May 2014 and October 2016. This was in furtherance of the Group’s strategy to have all of its aircraft leasing, trading and finance platform managed from Ireland. Following the novation of each of the relevant operating leases to DLL, DLL subleased the relevant aircraft back to NAS or to a NAS wholly- owned airline. Since 2013, DLL has fulfilled this role of centralising lease management in Ireland in the interest of operational efficiency and flexibility within the Group, as aircraft could be more readily moved between NAS group airlines through the entering into and termination of sub-leases between DLL and other Group airlines.

4.30 DLL does not own any aircraft but is the head lessee in respect of twenty (20) Boeing 737-800 aircraft on an operating lease basis leased from the following parties:

MSN Lessor

1. 35280 Peregrine Aviation Charlie Limited 2. 36879 NW36879 Aircraft Leasing Limited c/o Accipiter Holdings DAC 3. 38881 ACG Acquisition 38881 LLC 4. 39005 Bluesky 3 Leasing Company Limited 5. 39007 Nissen Kaiun Co., Ltd.

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MSN Lessor

6. 39011 KDAC Aircraft Trading 2 Limited 7. 39012 KDAC Aircraft Trading 2 Limited 8. 39019 Cayman Warehouse Holdings I, Ltd, Intertrust Corporate Services 9. 39020 Cayman Warehouse Holdings II, Ltd, Intertrust Corporate Services 10. 39021 Cayman Warehouse Holdings I, Ltd, Intertrust Corporate Services 11. 39045 Wells Fargo Trust Company, National Association, Corporate Trust Services 12. 39046 Wells Fargo Trust Company, National Association, Corporate Trust Services 13. 39435 MSN 39435 Trust, c/o Macquarie Aircraft Leasing Services (UK) Limited 14. 40544 ACG Acquisition 40544 LLC 15. 40865 SKK Corporation 16. 40867 SMBC Aviation Capital 17. 40870 Hanshin Juken Co., Ltd. 18. 43877 Sky High XXVIII Leasing Company Limited 19. 43878 Sky High XXVIII Leasing Company Limited 20. 43879 Sky High XXVIII Leasing Company Limited

4.31 Each of these aircraft is in turn sub-leased by DLL to, and operated by, airlines within the Group.

(iv) TLL

4.32 As is the case with DLL and LLL, TLL was incorporated for the purpose of centralising (in this case, all Boeing 787) aircraft operating leases to the Group from third party lessors to assist with operational efficiency and flexibility within the Group.

4.33 TLL does not own any aircraft, but is the head lessee in respect of twenty-four (24) Boeing 787 aircraft on an operating lease basis leased from the following parties (although as considered in section 10.6 below termination notices have recently been received in respect of the leases relating to three (3) aircraft):

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MSN Lessor

1. 35304 DP Aircraft Ireland Limited 2. 35305 DP Aircraft Ireland Limited 3. 35310 Wilmington Trust SP Services (Dublin) Limited 4. 35313 Wilmington Trust SP Services (Dublin) Limited 5. 35314 Wilmington Trust SP Services (Dublin) Limited 6. 37307 87 MSN 37307, Limited, c/o Maples Corporate Services (BVI) Limited 7. 37308 87 MSN 37308, Limited, c/o Maples Corporate Services (BVI) Limited 8. 37931 789 MG 37931 Limited, c/o Maples Corporate Services (BVI) Limited 9. 38756 Wilmington Trust SP Services (Dublin) Limited 10. 38774 Wilmington Trust SP Services (Dublin) Limited 11. 38779 Aercap Ireland Capital Designated Activity Company 12. 38784 Aercap Ireland Capital Designated Activity Company 13. 38786 Wilmington Trust SP Services (Dublin) Limited 14. 38788 Aercap Ireland Capital Designated Activity Company 15. 38789 Wilmington Trust SP Services (Dublin) Limited 16. 38790 Serranus Funding Limited 17. 38891 Avolon Aerospace AOE 147 Limited 18. 38893 Avolon Aerospace AOE 151 Limited 19. 38895 Avolon Aerospace AOE 148 Limited 20. 62082 789 MG 62082 Limited, c/o Maples Corporate Services (BVI) Limited 21. 63317 BOC Aviation Limited 22. 63318 BOC Aviation Limited 23. 63319 BOC Aviation Limited 24. 63320 BOC Aviation Limited

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4.34 Each of these aircraft is in turn subleased by TLL to, and operated by, airlines within the Group.

(v) LLL

4.35 As is the case with DLL and TLL, LLL was also incorporated for the purpose of centralising (in this case, certain Boeing 737-800 and Boeing 737-8) aircraft leases to the Group from third party lessors to assist with operational efficiency and flexibility within the Group.

4.36 LLL does not own any aircraft, but is the head lessee in respect of twenty-four (24) Boeing 737-800 aircraft and four (4) Boeing 737-8 Max aircraft on an operating lease basis leased from the following parties:

MSN Lessor

1. 41127 Wilmington Trust SP Services (Dublin) Limited 2. 41129 Wilmington Trust SP Services (Dublin) Limited 3. 42082 Sensyo & Co., Ltd. 4. 42083 Jackson Square Aviation Ireland Limited 5. 42084 Jackson Square Aviation Ireland Limited 6. 42085 Sky High LXVII Leasing Company Limited 7. 42086 Sky High LXXI Leasing Company Limited 8. 42087 Sky High LXXII Leasing Company Limited 9. 42088 Wilmington Trust SP Services (Dublin) Limited 10. 42090 Chishima Real Estate Co., Ltd. 11. 42092 Nippon Plastic Pallet Corporation 12. 42093 Chishima Real Estate Co., Ltd. 13. 42094 MSC Holdings Corporation 14. 42271 Jackson Square Aviation Ireland Limited 15. 42272 Tochigi Golf Club Co., Ltd. 16. 42274 Jackson Square Aviation Ireland Limited 17. 42275 TAK Property Inc. 18. 42277 Sky High LXVII Leasing Company Limited

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MSN Lessor

19. 42278 Sky High LXXI Leasing Company Limited 20. 42279 Sky High LXXI Leasing Company Limited 21. 42280 Sky High LXXII Leasing Company Limited 22. 42281 Otra Aviation Leasing Limited 23. 42282 IC Airlease One Limited 24. 42286 Jackson Square Aviation Ireland Limited 25. 42834 M&T Aviation Finance (Ireland) Limited 26. 42836 M&T Aviation Finance (Ireland) Limited 27. 63970 M&T Aviation Finance (Ireland) Limited 28. 64993 M&T Aviation Finance (Ireland) Limited

4.37 As part of the negotiations which took place between the Group and its creditors in May of this year (considered below in the section relating to the restructuring implemented by the Group earlier this year), LLL and Wilmington Trust SP Services (Dublin) Limited (as owner trustee) agreed an early termination option of the lease relating to aircraft MSN 42088. Notice to exercise this option has been received by LLL and will result in the return of the aircraft in its current condition.

4.38 Each of these aircraft is in turn sub-leased by LLL to, and operated by, airlines within the Group.

(vi) NAS

4.39 NAS is a Norwegian incorporated company which is, as mentioned, listed on Oslo Børs (the Oslo Stock Exchange). It is the sole shareholder of AAA and its wholly owned Irish corporate platform consisting of the Subsidiaries (which together with AAA are collectively referred to as the “NAS Asset Management Platform”). Save for the limited relationship which continues to exist between AAA and NAS’s former Argentinian airline in respect of three (3) aircraft, NAS and its wholly owned group airlines are currently the sole airline customers of the NAS Asset Management Platform. The NAS Asset Management Platform possesses 140 aircraft (including four (4) subject to termination notices) with associated debt and leasing liabilities of approximately US$ 5.19 billion.

4.40 In addition to being an operational airline, NAS acts as the holding company for the Group and houses the Group management and corporate functions (which includes an internal treasury 17

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function which NAS performs for the entire Group), in addition to serving other Group airlines and other business areas with shared services. Insofar as the operation of the internal treasury function is concerned, all income generated from ticket sales is collected and held by NAS. As and when required, funds are transferred by NAS to other Group companies, including those companies which form part of the NAS Asset Management Platform, to enable them to meet their on-going obligations. For completeness, AAA performs a similar role to that of NAS insofar as the NAS Asset Management Platform is concerned in that it receives and holds funds from NAS for distribution to the other members of the NAS Asset Management Platform as and when required.

4.41 NAS (as a holder of an AOC) leases its fleet of forty one (41) aircraft from the Subsidiaries which include DLL, LLL, TLL, DY3 Aviation Ireland Limited, DY5 Aviation Ireland Limited, DY6 Aviation Ireland Limited, DY7 Aviation Ireland Limited, DY9 Aviation Ireland Limited, Oslofjorden Limited, Geirangerfjorden Limited, Ofotfjorden Limited, Ullsfjorden Limited and Sognefjorden Limited.

4.42 Each of the leases for the aircraft operated by NAS is managed in Ireland by AAA. AAA also manages new aircraft orders for NAS, sources aircraft financing, manages aircraft leased from external lessors to the NAS Asset Management Platform and markets and trades aircraft to third parties.

4.43 NAS is guarantor of the obligations of the NAS Asset Management Platform to third party aircraft lessors and financiers. As outlined above, NAS assigned its interest in the 737-8 Max Aircraft Contract and the Airbus Contract to AAA following the establishment of the NAS’ Asset Management Platform. NAS has guaranteed AAA’s obligations under these contracts.

5 HISTORICAL TRADING PERFORMANCE OF THE COMPANIES

5.1 An overview of the historic trading performance of each of the Companies (on an individual basis) is set out below. In this regard, the following should be noted:

5.1.1 to the extent that a profit is recorded in any Company’s management accounts for the 9 months ended 30 September 2020, such profits are represented, almost entirely, by inter-company debts owing by NAS and other members within the Group. It is estimated that only 0.4% of these inter-company debts will be recovered; and

5.1.2 for the ease of this Honourable Court, any amounts expressed in Norwegian Krone (NOK) have been converted to Euro using the European Central Bank’s reference exchange rate as at 13 November 2020 (1 euro = 10.8123 NOK).

AAA

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5.2 The table below details the trading results recorded for AAA in the financial years ended from 2017 to 2019 and up to and including 30 September 2020. All figures appearing in the table are denoted in US$’000 (US$ to € conversion rate as of 13 November 2020 being US$1.1815/€1):

Year Ending FY2017 FY2018 FY2019 FY20

(31 Dec 2017) (31 Dec 2018) (31 Dec 2019) (30 Sept 2020)

Audited Yes Yes No No

Revenue 50,093 7,607 4,610 4,998

Profit / (Loss) 26,133 (13,416) (9,131) 5,477 after Tax

Net Assets 482,671 491,854 499,523 1,385,963

DLL

5.3 The table below details the trading results recorded for DLL in the financial years ended from 2017 to 2019 and up to and including 30 September 2020. All figures appearing in the table are denoted in US$’000:

Year Ending FY2017 FY2018 FY2019 FY20

(31 Dec 2017) (31 Dec 2018) (31 Dec 2019) (30 Sept 2020)

Audited Yes Yes No No

Revenue 144,311 122,859 112,499 64,977

Profit / (Loss) 607 (631) (6,393) (1,226) after Tax

Net Assets 1,505 874 (5,519) 41,990

TLL

5.4 The table below details the trading results recorded for TLL in the financial years ended from 2017 to 2019 and up to and including 30 September 2020. All figures appearing in the table are denoted in US$’000:

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Year Ending FY2017 FY2018 FY2019 FY20

(31 Dec 2017) (31 Dec 2018) (31 Dec 2019) (30 Sept 2020)

Audited Yes Yes No No Revenue 132,837 256,036 347,772 244,056 Profit / (Loss) after Tax (503) (1,999) (63,854) 10,222

Net Assets (736) (2,735) (66,589) 602,729

LLL

5.5 The table below details the trading results recorded for LLL in the financial years ended from 2017 to 2019 and up to and including 30 September 2020. All figures appearing in the table are denoted in US$’000:

Year Ending FY2017 FY2018 FY2019 FY20

(31 Dec 2017) (31 Dec 2018) (31 Dec 2019) (30 Sept 2020)

Audited Yes Yes No No Revenue 66,406 101,100 112,804 79,582 Profit / (Loss) after Tax 274 1,575 (39,110) (15,419)

Net Assets 545 2,120 (36,990) 50,746

NAI

5.6 The table below details the trading results recorded for NAI in the financial years ended from 2017 to2019 and up to and including 30 September 2020. All figures appearing in the table are in US$’000

Year Ending FY2017 FY2018 FY2019 FY20

(31 Dec 2017) (31 Dec 2018) (31 Dec 2019) (30 Sept 2020)

Audited Yes Yes No No Revenue 2,027,751 1,734,148 1,585,290 273,018 Profit / (Loss) after Tax (390,010) (149,274) 73,015 (189,129)

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Year Ending FY2017 FY2018 FY2019 FY20

(31 Dec 2017) (31 Dec 2018) (31 Dec 2019) (30 Sept 2020)

Net Assets 306,696 157,422 230,437 41,308

NAS

5.7 The table below details the trading results recorded for NAS in the financial years ended from 2017 to 2019 and up to and including 30 September 2020. All figures appearing in the table are in NOK’000,000

Year Ending FY2017 FY2018 FY2019 FY20

(31 Dec 2017) (31 Dec 2018) (31 Dec 2019) (30 Sept 2020)

Audited Yes Yes Yes No Revenue 19,930.5 25,006 26,351.9 6,007.5 Profit / (Loss) after Tax 519.6 (3,505.3) 913.7 (883.5)

Net Assets 9,096.9 6,287.4 11,198.8 22,475.5

The Group

5.8 The table below details the trading results recorded for the Group on a consolidated basis in the financial years ended from 2017 to 2019 and up to and including 30 September 2020. All figures appearing in the table are denoted in NOK’000,000:

Year Ending FY2017 FY2018 FY2019 FY2020

(31 Dec 2017) (31 Dec 2018) (31 Dec 2019) (30 Sept 2020)

Audited Yes Yes Yes Yes Revenue 30,948 40,265 43,522 8,426 Profit / (Loss) after Tax (1,793) (1,454) (1,609) (6,412)

Net Assets 2,098 1,704 4,125 11,110

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5.9 The Group’s operating profit is generated by airline-related activities. Accordingly, the aircraft fleet is the Group’s main revenue generating asset, which is utilized across the Group's geographical segment.

5.10 As is apparent from the table, the Group’s total operating revenue for 2019 increased by 8 percent to approximately NOK 43.5 billion (approximately €4 billion) when compared to the 2018 results. The total revenue for 2019 can be attributed to the following activities:

(a) ticket sales - NOK 35.2 billion (approximately €3.2 billion) (up from NOK 32.5 billion (approximately €3 billion) in 2018);

(b) ancillary passenger revenue - approximately NOK 6.6 billion (approximately €615 million) (up from NOK 6.2 billion (approximately €579 million) in 2018); and

(c) freight, third party products and other revenue – approximately NOK 1.6 billion (approximately €152 million) (up from approximately NOK 1.4 billion (approximately €133 million in 2018).

5.11 The increase in the Group’s revenue in 2019 was principally due to the following:

(a) increase in yield of 6 percent;

(b) increased load factor by 0.8 percentage points;

(a) increased ancillary revenue per passenger of 10 percent (although the number of passengers in 2019 in fact decreased by 3 percent);

(b) the ticket revenue per available seat kilometre (unit revenue) for 2019 was NOK 0.35 (approximately €0.032) (NOK 0.33 (approximately €0.030)), up seven percent from the previous year. The increase is a result of the Group’s optimization of the route network, discontinuing unprofitable routes and decreasing utilization on narrow body aircraft going into the 2019 / 2020 winter season.

5.12 The improved operating performance of the Group in 2019 is partially attributable to the successful implementation of the extensive cost reduction program of circa NOK 2.3 billion (approximately €212 million) that year.

5.13 The negative financial impact of fleet disruptions caused by the grounding of Boeing MAX aircraft and continued engine issues on the Boeing 787s resulted in revenue reductions and cost increases impacting the operating profit of the Group negatively in 2019.

5.14 Operating results for the year to date 2020 are heavily affected by the COVID-19 pandemic. Traffic figures have been severely affected, with travel restrictions and decreasing demand forcing the Group to significantly reduce operations. The following are just some high level

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statistics which highlight the catastrophic effect which the COVID-19 pandemic has had on the Group’s trading performance:

(a) Year to date (“YTD”) the Group has carried 6.3 million passengers compared to 28.62 million for the same period in 2019, representing a fall in passenger numbers of approximately 78%.

(b) Total revenue for the Group in the third quarter of 2020 was approximately NOK 1.3 billion (approximately €119 million) compared to approximately NOK 14.4 billion (approximately €1.3 billion) for the same period in 2019, a decrease of 91%. YTD revenues amount to approximately NOK 8.4 billion (approximately €779 million) compared to approximately NOK 34.6 billion (approximately €3.2 billion) for the same period in 2019, representing a decrease of 76%.

(c) Operating losses for the Group YTD amount to approximately NOK 6.4 billion (approximately €593 million) compared to a total loss of NOK 1.6 billion (approximately €149 million) for the year end 2019.

6 OVERVIEW IN RELATION TO THE COMPANIES FINANCIAL DIFFICULTIES

6.1 There are a number of factors which have had a significant negative impact on the Companies and their cash flows, the principal one being the COVID-19 pandemic.

(a) Impact of global grounding of Boeing 737 MAX and Boeing 787 Dreamliner engine issues

6.2 As outlined above, 2019 was a challenging year for the Group. On 12 March 2019, 18 of the Group’s Boeing 737 MAX aircraft were grounded by global aviation regulators due to two fatal accidents involving the aircraft type operated by Lion Air Indonesia which occurred on 29 October 2018, and also Ethiopian Airlines which occurred on 10 March 2019 with total casualties of 346 people. Boeing was also unable to deliver sixteen new aircraft, which were expected to have been delivered in 2019, as a consequence of the grounding.

6.3 Since their entry into service, the thirty-seven (37) 787s Boeing delivered to the Group have experienced severe operational problems causing the Group to ground the aircraft for heavy maintenance well in advance of normal expected intervals. The Group has experienced continual reliability problems with its 787s aircraft and has been forced to lease substitute aircraft to replace the 787s aircraft that are out of service for maintenance in each year the Group has operated 787s. These issues have caused substantial harm to the Group, negatively impacting on the Group’s ability to plan its route network and flight schedules with any certainty.

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6.4 The grounding of the Boeing 737 MAX aircraft and the technical difficulties encountered with the engines on the Boeing 787 Dreamliner fleet required the Group to rapidly adapt its network in an effort to minimise the disruption to its customers. Unfortunately it was not possible to negate it altogether and the Group suffered significant losses in 2019 directly attributable to the fleet disruption.

(b) Financial impact of the COVID-19 pandemic

6.5 The Group’s financial results in 2019 were promising, with an increase of 8% in total revenue compared to 2018. Significant actions were taken in 2019 to optimise the route network, cut costs and create financial headroom. In February 2020 (immediately prior to the COVID-19 pandemic hitting Europe) the Group was targeting a positive net profit for 2020. In a matter of weeks, however, like all other operators in the aviation sector, the Group’s focus shifted from one of growth to survival.

6.6 The impact of the COVID-19 pandemic on the Group and the aviation sector in general is wholly unprecedented, differing in both its abruptness and severity to any other crisis faced by the sector in modern times. In a very short time period, the Group lost most of its revenues. This materially affected the Group’s ability to meet its payment obligations, including those connected to financing arrangements. The travel restrictions which were introduced as a result of the COVID-19 pandemic resulted in 85% of the Group’s flights being cancelled by mid- March 2020. The continued travel restrictions which applied for the most part of the summer and beyond resulted in large cash generation deficits relative to what was expected to be generated for the Group as a result of peak season sales. The Group saw demand on future bookings plummet by 99% in the second quarter of the year (as compared to 2019). With the abrupt and unprecedented fall in passenger demand, the Group was forced into hibernation mode.

6.7 As a result of the COVID-19 pandemic and the travel restrictions introduced to curtail the spread of the virus, the Group lost its primary source of revenue in an incredibly short period of time. As mentioned above, the Group responded quickly by going into "hibernation mode" in March 2020, taking the difficult decision to furlough or lay off approximately 80% of its workforce and ground all but 7 to 8 aircraft. Despite introducing these decisive cost-reducing measures, the scale of the unprecedented and prolonged disruption had a severe impact on the Group’s financial position with the Group suffering a net loss of approximately NOK 5.4 billion (approximately €499 million) in the first half of 2020. Whilst the Group was able to re- introduce more aircraft into service in the third quarter, peaking at 25 aircraft, a second wave of COVID-19 and renewed travel restrictions forced the Group to return to hibernation mode and ground all but six aircraft, furloughing further staff.

6.8 With the sudden cessation of the Group’s revenue, the Group was not capable of complying with its contractual obligations, including its ongoing payment obligations. It was readily

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apparent therefore that, despite the decision to enter hibernation mode, the Group still required additional external working capital and would have to proactively engage with its lessors and creditors in order to stave off a potential bankruptcy (the specific actions taken by the Group as part of a restructuring in early 2020 (the “2020 Restructuring” in response to the COVID-19 pandemic are set out in the section which follows).

7 THE 2020 RESTRUCTURING

7.1 As set out above, it became readily apparent shortly after the decision had been taken to put the Group into hibernation mode that it required additional external working capital in order to stave off a potential bankruptcy. It obtained this via urgent liquidity that was provided by the Norwegian government to airlines within Norway, including the Group. It was necessary, however, for the Group to restructure its debt before it would qualify for the Norwegian government's guarantee scheme for the aviation industry (the “State Aid Package”).

7.2 On 27 April 2020, the Group outlined its plan to qualify for the State Aid Package (the “Restructuring Plan”). The Restructuring Plan included the conversion of a certain proportion of the Group’s debt and leasing commitments to equity, the mark to market of certain aircraft lease rentals and a power-by-the-hour arrangement to support the Group’s need to reduce its active fleet to 7 Boeing 737-800 aircraft operating solely on domestic routes within Norway, and to postpone operations outside of Norway (including to the rest of Europe and intercontinental long-haul flights) until the COVID-19 pandemic eased. The Group presented the Restructuring Plan as the blueprint for a “New Norwegian” with future plans to reinstate routes which had been abandoned in response to the COVID-19 pandemic as consumer demand returns. The ultimate goal of the Restructuring Plan was to return the Group to a position where it would be operating between 110 and 120 aircraft.

7.3 On 20 May 2020, NAS announced that it had, as part of the 2020 Restructuring, successfully converted approximately NOK 12.7 billion (approximately €1.2 billion) debt to equity (through agreement with certain of its creditors – considered below) and approximately NOK 400 million (approximately €37 million) in new cash and equity through a public offering. With the 2020 Restructuring completed, the Group fulfilled the conditions to enable it access the State Aid Package. The State Aid Package consisted of a state loan guarantee package of NOK 3 billion (approximately €278 million) whereby loans would be supported by guarantees issued by Garantinstituttet for eksportkreditt (GIEK), the export credit agency of Norway. The State Aid Package was made available to the Group for the purpose of financing short-term liquidity needs caused by the COVID-19 pandemic to ensure the continued operation of the Group (but not towards refinancing of other financial indebtedness of the Group or towards decreasing any negative balance on overdraft facilities or similar).

7.4 One of the conditions for the Group to access the State Aid Package was that it was required to achieve a pro forma adjusted equity ratio at 31 December 2019 of at least 8 percent. This

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was achieved under the first limb of the Restructuring Plan (i.e. debt for equity conversion) as well as a fresh injection of cash through a public offering. The Group achieved a pro forma adjusted equity ratio of 17 percent (more than double the required threshold to be eligible for the State Aid Package), based on its reported equity ratio in its fourth quarter 2019 interim financial statements as adjusted by the above mentioned public offering and debt conversions on April/May 2020.

7.5 Insofar as the debt for equity swap is concerned, the Group was required to engage in dialogue with, and secure agreements with, its creditors including operating lessors and holders of secured and unsecured bonds issued by the Group.

7.6 Negotiations with operating lessors took place between 6 April 2020 and 20 May 2020. For the most part, operating lessors were generally understanding of the dire situation in which the Group found itself as a result of the disruption caused by the COVID-19 pandemic, and were typically willing to discuss the restructuring of the Group’s obligations. However, there were a number who were not prepared to entertain any such discussions (considered below). In May 2020, the Group announced that agreements had been concluded with certain of its lessors to provide for a temporary reduction in aircraft lease payments through a power-by-the-hour arrangement. The revised terms were expected to reduce lease payments by approximately US$ 250 - 285 million until March 2021.

7.7 Even though the Group successfully restructured a large proportion of its leasing debt and bond debt, and in so doing qualified for the State Aid Package, the restructuring process of the aircraft financings and other creditors, such as vendors and hedge counterparties, is still ongoing. The Group still has significant overdue payables and unrealized losses on jet fuel hedge positions which have not been entirely remedied by the Group’s access to the State Aid Package.

7.8 The Group has actively engaged with its principal lessors and finance creditors since March of this year in the hope of negotiating a restructured position which would ensure the future survival of the Group’s business. Although agreements have been reached with many, there still remains a number of outliers. The Group will continue to engage with those creditors in the hope that an agreement might be reached which provides for the conversion of debt to equity in NAS and /or a revised payment plan on overdue payments. The Companies believe that there is a reasonable prospect of them concluding such agreements should they be afforded the protection of this Honourable Court.

8 INSOLVENCY OF THE GROUP

8.1 The 2020 Restructuring generally, the power-by-the-hour agreements concluded with certain lessors and the access to the State Aid Package have provided the Group with sufficient liquidity and financial headroom to maintain its current hibernation mode until the end of the

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first quarter of 2021, contingent upon the Companies being afforded the protection of this Honourable Court.

8.2 However, with the announcement of the Norwegian government on 9 November 2020 that it would not, at this point in time, be providing any further financial support to the Group, certain creditors have taken steps to commence action against the Group (such creditor actions are considered in section 10 of this petition). Following the announcement by the Norwegian government, the Group’s management has taken the decision to furlough additional employees and reduce its already skeletal operations. This strategy has resulted in the Group announcing that an additional 1,600 employees will be furloughed, leaving approximately 600 currently employed and 15 of the currently operational 21 aircraft removed from use.

8.3 The long-term impact of the COVID-19 pandemic on the global airline industry and consequently on the Group is highly uncertain and depends on various factors, inter alia, duration and magnitude of the outbreak, containment measures, consumer confidence and economic conditions. The situation is evolving rapidly, and it is unclear how the virus will continue to develop or when the airline industry, and therefore the Group, will see a recovery to baseline levels. If the situation persists, that could impact the Group's asset impairment evaluations, the ability and timing of utilization of carry forward tax losses and the ability to extinguish liabilities in the normal course of business.

8.4 Assuming that the travel restrictions introduced in response to the COVID-19 pandemic continue beyond 2020 such that the Group is required to maintain its current hibernation mode into 2021, without a further restructuring, the Companies estimate that they will no longer have sufficient working capital during the first quarter of 2021. The Group recognises that it will require additional working capital and is considering a range of options to raise this including but not limited to, through obtaining additional financing, additional private placement of shares, reconsidering the Group’s business plan and scale of operations (considered below), selling and refinancing assets or pursuing other sources of finance. If travel restrictions are lifted and demand picks up, allowing the Group to gradually return to normal service before the end of 2020, the need for additional working capital is assumed to be lower than in an extended hibernation case.

8.5 Even with the Group in hibernation mode, the Group has a cash burn of approximately US$ 10 million per month. Assuming there is no return to a meaningful level of operations by March 2021 and it is not possible for the Group to restructure its liabilities (whether consensually or otherwise), it is anticipated that the Group will run out of cash by April 2021. It is worth noting also that this estimated timeframe assumes that most of the Group’s lessors and/or financiers will not be paid the amounts which fall due to be paid to them during this period.

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Insolvency of the Companies

8.6 Insofar as the Companies are concerned, although both AAA and TLL recorded a profit in their respective management accounts for the 9 month trading period ended 30 September 2020 (considered in section 5 above), the Group’s management is satisfied that the Petitioners are insolvent for the following reasons.

NAS

8.7 As at the date of this petition, NAS has total debts to parties outside of the Group of approximately US$1.4 billion. NAS is not in a position to meet all of its liabilities.

AAA

8.8 AAA is dependent on NAS for the payment of salaries and other operating expenses. At present these obligations are being met by NAS which gives rise to an intercompany payable owing by AAA to NAS. In relation to the timing of AAA’s next external cash requirement, this will arise in January 2021 when an aircraft pre-delivery deposit payment is due. Absent a further loan or investment from NAS, AAA has no visible means of making this payment.

DLL

8.9 As at the date of this petition, DLL has arrears owing on seven (7) of its leases totalling approximately US$ 22 million. DLL has no available cash to meet its debts. Its only source of cash would be through the collection of intercompany receivables due to it by other Group companies. In circumstances, however, where the respective debts of those Group companies exceed their available cash reserves, there is no prospect of DLL collecting such intercompany receivables or a sum sufficient to meet debts which are now due.

LLL

8.10 As at the date of this petition, LLL has arrears owing on six (6) of its leases totalling approximately US$ 18.4 million. LLL has no available cash to meet its debts. Its only source of cash would be through the collection of intercompany receivables due to it by other Group companies. In circumstances, however, where the respective debts of those Group companies exceed their available cash reserves, there is no prospect of LLL collecting such intercompany receivables or a sum sufficient to meet debts which are now due.

TLL

8.11 As at the date of this petition, while TLL had previously reached an agreement with all of its lessors (as part of the 2020 Restructuring) whereby lessors agreed to receive equity in NAS in exchange for outstanding or accrued rent until March 2021 (unless aircraft were flown), outstanding payments for maintenance reserves totalling approximately US$ 1.3 million

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remain unpaid. TLL has no available cash to meet these debts. Its only source of cash would be through the collection of intercompany receivables due to it by other Group companies. In circumstances, however, where the respective debts of those Group companies exceed their available cash reserves, there is no prospect of TLL collecting such intercompany receivables or a sum sufficient to meet debts which are now due.

NAI

8.12 As at the date of this petition, NAI has outstanding debts to vendors totalling approximately US$ 65 million. NAI has no cash to meet its debts. Its only source of cash would be through the collection of intercompany receivables due to it by other Group companies. In circumstances, however, where the respective debts of those Group companies exceed their available cash reserves, there is no prospect of NAI collecting such intercompany receivables or a sum sufficient to meet debts which are now due.

8.13 The directors of the Petitioners have therefore concluded that the combination of these circumstances represents a material uncertainty that casts significant doubt over the Group’s ability to continue as a going concern and that, therefore, the Group may be unable to realize its assets and discharge its liabilities in the normal course of business. Nevertheless, after making enquiries and considering the uncertainties described above, the Petitioners have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future subject to and conditional upon the implementation of certain restructuring measures (including a successful restructuring of the Company’s obligations/liabilities as part of an examinership process).

9 EFFECT OF EXAMINERSHIP ON NAI AND NAS (AIRLINE OPERATORS)

9.1 As set out above, this petition includes two of the Group’s airlines, namely NAI and NAS. Insofar as NAI is concerned, it is subject to the dual licensing requirements of two separate Irish regulators, the Irish Aviation Authority (“IAA”) and the Commission for Aviation Regulation (the “CAR”). The two required operational licences granted to NAI in Ireland are its AOC (which is issued by the IAA) and its air carrier operating licence (“ACOL”) issued by the CAR. The focus of the IAA is the safe operation of aircraft and ensuring that there are satisfactory management, maintenance and support structures in place in the areas of NAI’s flight operations, maintenance systems, crew training and ground operations. The CAR, on the other hand, concerns itself with the financial fitness of Irish airlines.

9.2 If the CAR deems that an Irish registered airline is unable to meet its actual and potential financial obligations for a 12 month period, it may suspend or revoke its ACOL. It is also open to the CAR (under EC Regulation 1008 of 2008) to grant a temporary ACOL for a 12 month period pending the financial reorganisation of the airline.

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9.3 As was done in a recent airline examinership which completed in the summer, it is proposed that the CAR would be notified of the presentation of this petition and the date assigned to its hearing. Although it is ultimately a matter for the Court and the examiner (if appointed), it would appear sensible that the CAR would also be made a formal notice party to any future applications made by NAI and/or the examiner in the context of any examinership of NAI.

9.4 In relation to NAS, although it is subject to dual licensing requirements (i.e. safety and financial fitness), both regulatory roles are performed by the Norwegian Civil Aviation Authority (Luftfartstuksynet) (“NCAA”). NAS maintains on-going communication with the NCAA and continuously provides it with information/documentation which demonstrates that all applicable financial and safety standards and regulations are being met by NAS. Similar to the position in respect of CAR, it is proposed that the NCAA would be notified of the presentation of this petition and the date assigned to the hearing.

10 CREDITOR ACTIONS

(a) ACG Claim

10.1 On July 2020, Aviation Capital Group (“ACG”) through its two special purpose vehicles, ACG Acquisition 40544 (the “First Claimant”) and ACG Acquisition 38881, (the “Second Claimant”) (together the “Claimants”) each a limited liability company incorporated under the laws of the state of Delaware, USA, and each a lessor to DLL, filed a claim in the Commercial Courts of England & Wales for the payment of back rent in respect of the rent payments for the lease of aircraft. The proceedings were issued against DLL as lessee and NAS as guarantor.

10.2 On 6 November 2020, the English High Court gave summary judgment in favour of ACG and ordered that DLL and NAS pay, jointly and severally, to the First Claimant an amount of US$ 3,055,360.00 together with contractual interest in the sum of US$ 60,478.17 and an amount of US$ 3,110,080.00 to the Second Claimant together with contractual interest in the sum of US$ 61,561.30. The Court further ordered that DLL and NAS pay, jointly and severally, interest at an aggregate rate of 6.25% per annum, the costs of the action assessed in the sum of £125,000 and interest on the costs at an aggregate rate of 6.25% per annum. The Court ordered that these payments should be made on or before 4pm on 18 December 2020. The Court granted liberty to both sides to apply to extend or shorten the time frame for payment and the Claimants have by letter dated 12 November 2020 indicated that they may apply to shorten the timeframe in circumstances where they are concerned as to whether DLL and or NAS will be in a position to discharge the amounts owing. On 16 November 2020 the Claimants wrote to the court requesting a hearing to shorten the timeframe to a period of seven days (from the date of the renewed order). The Group was not aware of the decision of the Norwegian government not to provide further financial support on 6 November 2020.

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(b) Wings Claim

10.3 Wings Capital Partners LLC (“Wings Capital”), which acts as a lease manager for Wells Fargo Trust Company, National Association, in its capacity as owner trustee, as lessor related to one Boeing 737-800 aircraft (serial number 39045) (the “39045 Lessor”) and one Boeing 737-800 aircraft bearing manufacturer’s serial number 39046 (the “390646 Lessor” together with the 39045 Lessor, the “Lessors”) issued a letter of claim (the “Letter of Claim”), on behalf of the Lessors, to DLL (as lessee) and NAS (as guarantor) under certain lease agreements (the “Lease Agreements”) entered into by DLL and the Lessors and certain guarantees entered into by NAS and the Lessors.

10.4 Wings Capital issued default notices under the Lease Agreements and demand letters to NAS on 9 October 2020 and 27 October 2020. In the Letter of Claim, the Lessors are claiming the arrears under the Lease Agreements (which include the security deposits) together with interest and costs.

10.5 In the Letter of Claim, the 39045 Lessor is claiming an amount of US$ 2,093,670.41 and the 39046 Lessor is claiming an amount of US$ 2,123,848.531. The Letter of Claim afforded DLL and / or NAS 14 days from 27 October 2020 (i.e. 10 November 2020) to discharge the arrears or should DLL / NAS consider that they have a valid defence an opportunity to set this out by 10 November 2020.

10.6 Certain of the Companies’ lessors have recently served termination notices purporting to terminate the relevant lease agreements and either expressly reserving their rights thereunder (including their right to recover the aircraft the subject matter of the lease) or calling upon the Companies to deliver the aircraft to certain facilities. Copies of the said termination notices are exhibited to the Verifying Affidavit. There is a concern that other lessors may follow suit in the coming days.

(d) Original Equipment Manufacturer Claims

Boeing Dispute

10.7 As set out above, AAA is an assignee by way of novation of the 737-8 Max Aircraft Contract with Boeing. AAA’s obligations under the 737-8 Max Aircraft Contract are guaranteed by NAS. To date, there are 92 undelivered aircraft under the 737-8 Max Aircraft Contract some of which have been built, awaiting delivery, since the grounding of the aircraft type in March 2019. AAA terminated its obligation to take delivery of these aircraft on 29 June 2020. Boeing is currently

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holding significant advance payments in relation to the undelivered aircraft which have been funded by AAA (primarily through intercompany loans and investments from NAS).

10.8 AAA is also a party to the 787-9 Aircraft Contract with Boeing dated 21 October 2015. To date, 5 aircraft remain undelivered under the 787-9 Aircraft Contract, 4 of which have been built. AAA terminated its obligation to take delivery of these aircraft on 29 June 2020. Boeing is currently holding advance payments in relation to the undelivered aircraft, which have been funded by AAA (primarily through intercompany loans and investments from NAS).

10.9 In addition to the 737-8 Max Aircraft Contract and the 787-9 Aircraft Contract (collectively the “Aircraft Contracts”), NAS and AAA entered into service agreements with Boeing and Boeing Commercial Aviation Services Europe Limited (“BCASEL”) on 28 July 2013 and 28 July 2016 (the “Goldcare Service Contracts”).

10.10 Following the Lion Air crash on 29 October 2018 and the subsequent Ethiopian Airlines crash on 10 March 2019, Boeing’s worldwide 737 MAX fleet was grounded indefinitely. This resulted in significant disruption to the Group’s business.

10.11 NAS and AAA subsequently filed a complaint against Boeing and BCASEL in the State of Illinois on 29 June 2020 in which they:

(a) allege breach of contract by Boeing and request damages;

(b) seek the rescission of the Aircraft Contracts and Goldcare Contracts and request damages;

(d) allege fraudulent inducement and request damages,

(the “Boeing Complaint”). A copy of the Boeing Complaint filed with the Circuit Court of Cook County, Illinois is exhibited to the Verifying Affidavit.

10.12 AAA and NAS terminated the Goldcare Service Contracts on the same date that they filed the Boeing Complaint.

Dealings with Airbus

10.13 AAA is the assignee of a purchase agreement with Airbus dated 27 March 2012 (the “Airbus A320 Neo Contract”). NAS guarantees AAA’s obligations under the Airbus A320 Neo Contract. To date 88 of the aircraft under the Airbus A320 Neo Contract are undelivered. Airbus is holding significant pre-delivery payments in relation to the undelivered aircraft, which payments have been partially debt financed.

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11 EMPLOYEES

11.1 Prior to the COVID-19 pandemic the Group employed more than approximately 10,000 people. As a response to the developing pandemic the Group has taken significant action to preserve liquidity. This included the difficult decisions taken in March to furlough 7,300 employees, rising to approximately 8,000 by the end of June 2020, with the Group only operating 7-8 aircraft on domestic routes in Norway during the period.

11.2 In the third quarter of this year, in response to an increase in passenger demand as the COVID-19 pandemic eased in Europe and travel restrictions were relaxed, the Group was able to put an additional fifteen (15) aircraft into service and brought more than 600 employees back to work. Unfortunately, due to a resurgence of the COVID-19 virus in Europe, subsequent increased travel restrictions and the decision by the Norwegian government not to support the airline, the Group was forced to furlough 1,600 employees and reduce its operation to six (6) aircraft. In the coming months there will be approximately 600 staff employed by the Group.

11.3 On 20 April 2020, the airline reported the bankruptcy of various staffing subsidiaries and the termination of agreements with OSM Aviation, each of which were responsible for staffing the airline's flights from its crew bases outside of Norway, France, and Italy, affecting some 4,700 workers.

12 RECOGNITION OF IRISH EXAMINERSHIP PROCESS IN NORWAY

12.1 As set out above, NAS is a Norwegian incorporated company. Its shares are listed on the Oslo Børs (the Oslo Stock Exchange). In circumstances where Norway is not a member state of the European Union, and consequently the EU Insolvency Regulation does not apply to Norway, the Petitioners acknowledge that this Honourable Court will have to be satisfied that any order made by it appointing an examiner (on an interim basis or otherwise) to NAS will have the effect of affording NAS the protection of this Honourable Court in jurisdictions other than Ireland. In this regard, the Petitioners’ Norwegian lawyers, BAHR, have prepared a memorandum dated 18 November 2020 (the “Memorandum”) (a copy of which is exhibited to the Verifying Affidavit) in relation to the recognition in Norway of any order of this Honourable Court in respect of NAS.

12.2 The majority of the contracts to which NAS is a party and pursuant to which it has outstanding obligations are governed by the laws of England and Wales. Such contracts further provide that the Courts of England and Wales have exclusive jurisdiction to determine any dispute between the parties. For completeness, there are a number of contracts which are stated to be governed by US law. Very few of the contracts to which NAS is a party are stated to be governed by Norwegian law. This being so, BAHR are of the opinion that Norwegian law has

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limited relevance when determining what effect, if any, an Irish examinership has on NAS and/or the rights of its creditors.

12.3 There is good reason to believe that an order of this Honourable Court appointing an examiner to NAS (whether on an interim basis or otherwise) will, more likely than not, be recognised in the United Kingdom (as confirmed by letter from Hogan Lovells dated 18 November 2020 – a copy of which is exhibited to the Verifying Affidavit). As set out in the Memorandum, any order of the Courts of England and Wales in respect of the contracts which are stated to be subject to the laws of England and Wales (which are the majority) will be recognised in Norway pursuant to the Norwegian Dispute Act. Consequently, those creditors of NAS to which such contracts relate will be precluded from taking any action against NAS through the Courts of England and Wales on the basis that any order of this Honourable Court extending court protection to NAS will be recognised in the UK.

12.4 As mentioned below, Ireland is the global leader in the aviation sector and is widely recognised as an international centre of excellence. It is estimated that over 50% of the leased commercial aircraft in operation worldwide are owned in, leased or managed in and from Ireland. Consequently, many of NAS’s major creditors are themselves operating in Ireland or have on-going commercial relations with operators located in Ireland. In light of their connection with Ireland, it is considered highly unlikely that any dissenting creditors of NAS would attempt to willingly breach an Irish order affording protection to NAS by pursuing uncertain claims in Norway or sanctioning a scheme of arrangement with regard to NAS.

12.5 In addition to the above, the majority of the Group’s assets, whether in the form of (i) claims in respect of the repayment of pre-delivery deposits under the Original Equipment Manufacturer contracts with Boeing and/or Airbus; (ii) recoveries from the Boeing Complaint; and (iii) any available equity in the 55 aircraft which are owned by certain members of the NAS Asset Management Platform, are located in Ireland and consequently will be afforded the protection of this Honourable Court as part of any examinership of the Companies. NAS has an in direct beneficial interest in such assets through its shareholding in AAA.

13 REPORT OF THE INDEPENDENT EXPERT

13.1 A report of the independent expert, Ken Fennell of Deloitte, Deloitte & Touche House, 29 Earlsfort Terrace (the “Independent Expert”) (who is qualified to act as auditor of the Petitioners) has been prepared pursuant to section 511 of the 2014 Act in relation to the Companies (the “Report”). The Independent Expert is an insolvency practitioner. Estimated statements of affairs for the Companies have been prepared on both a “going concern” and a “winding up” basis and are appended at appendix A of the Report.

13.2 As is apparent from the Report, the Independent Expert believes that the formulation, acceptance and confirmation of proposals for a compromise or scheme of arrangement in

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relation to each of the Companies would offer a reasonable prospect of survival for the Companies and the whole or part of their undertakings as going concerns.

13.3 The estimated statements of affairs have been prepared on a “going concern” and a “winding up” as at 30 September 2020. As is clear from the foregoing, it is clear that the Companies are not presently able to pay the entire of their liabilities as they fall due. The directors of the Petitioners are concerned that in order to discharge their responsibilities to the Petitioners, their employees and their creditors it is necessary at this stage to appoint the Proposed Examiner to the Companies so as to enable steps to be taken to deal with the insolvency of the Companies.

13.4 The Report demonstrates that the position for the creditors of the Companies on a “winding up” basis would in the opinion of the Independent Expert, be considerably worse than on a “going concern” basis. The estimated liquidation statements of affairs at appendix VI of the Report indicate that the funds realisable from the disposal of the Companies’ assets on a break-up basis would result in those creditors with an unsecured claim against the Companies receiving considerably less than what they would otherwise receive on a going concern basis. Therefore, and as is further apparent from the Report, the Independent Expert believes that an attempt to continue the whole or any part of the undertaking of the Companies would be likely to be more advantageous to the members, the employees and the creditors of the Companies as a whole than the winding up of the Companies. A list of creditors of the Companies is set in appendix IV of the Report.

13.5 The Report also indicates at section 12 that the Independent Expert is recommending, based on discussions that the Independent Expert has had with the management of the Companies, that pre-petition liability payments be made to certain creditors of the Companies for the reason set out in the report at section 12. Having consulted with the Companies’ management, the Independent Expert is of the view that the pre-petition creditors listed at appendix VIII of the Report are essential to the operation of the Companies’ business during the protection period.

14 REASONABLE PROSPECTS OF SURVIVAL AS GOING CONCERNS

14.1 The Petitioners’ management are firmly of the view that despite the considerable challenges faced by the Companies (and indeed the aviation sector in general), there is a reasonable prospect of survival of the Companies and that the Companies have a viable future post- restructuring on the basis that the Companies have a core business which is capable of operating on a going concern basis subject to implementation of a restructuring plan. In circumstances where the Companies are presently in hibernation mode and are likely to remain in this state until early 2021, the Petitioners do not believe that entering into the examinership process will materially impact the Companies’ business.

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14.2 The Petitioners’ management are firmly of the view that if the Companies are afforded the protection of this Honourable Court they will, during this time, be in a position to implement a restructuring plan which will ensure the future survival of the Companies.

14.3 As is readily apparent from the foregoing, the Group has proactively engaged with its creditors in the fall-out from the travel restrictions introduced in response to the COVID-19 pandemic and has at all times demonstrated a decisiveness in its approach to dealing with challenges to its core business, as evidenced by the 2020 Restructuring and its response to the grounding of certain of its Boeing aircraft in 2019.

14.4 The Group’s management believe that it can implement a long term restructuring plan for the Group through a range of measures including the sourcing of additional financing, additional funding by way of private placement of shares, re-evaluating the Group’s scale of operations and/or selling and/or refinancing assets.

14.5 The Group’s management recognise that a scaled down operation is what is required in the short to medium term in light of the abrupt and extreme fall off in demand for air travel. The Group is presently operating domestic flights in Norway only (only 6 aircraft are in operation) having taken the decision to postpone operations outside of Norway until March 2021.

14.6 There has been some very positive news in recent weeks regarding the timing of a potential vaccine for the COVID-19 virus. As a vaccine becomes available and consumer demand returns, the Group, with the co-operation of its trading partners, expects to be in a position to exit its self-imposed hibernation mode and commence the reinstatement of a significant number of its aircraft and routes. It is not anticipated that the Group’s fleet size will return to its 2019 level. Recognising that a scaled down operation is what is required in the short to medium term, the Group’s management agreed to consensually terminate select aircraft leases and return aircraft to their owners on favourable terms to the Group.

14.7 The Independent Expert, in his Report, expresses the view that based on the information available to him, the Companies have a reasonable prospect of survival as going concerns if the following conditions are satisfied:

(a) The Companies are afforded the protection of the High Court.

(b) The Companies’ creditors and lessors provide the Group with the necessary support throughout the protection period and the Group’s management’s proposals with regard to a long term restructuring of its operational fleet is implemented.

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(d) The Companies restructure their long term original equipment manufacturer obligations with regard to new fleet acquisitions.

(e) The High Court confirms proposals for a scheme of arrangement put forward by the an examiner.

14.8 The Group’s management are confident that these conditions can be satisfied should the Companies be afforded Court protection. Its position in this regard is supported by the following.

(a) The Group’s underlying core business is good. The Group is not the first operator in the aviation sector (and will most likely not be the last) which has had to undertake a restructuring in the fall-out from the COVID-19 pandemic as evidenced by the successful restructuring of Cityjet DAC and Nordic Aviation 29 DAC (the latter being effected by way of a scheme of arrangement) earlier this year.

Significant cost cutting measures were introduced by the Group in 2019 resulting in a cost saving in 2019 of NOK 2.3 billion (approximately €213 million), much of which were repeat-savings that permanently reduced the operating cost base. Whilst the Group did make a net loss in 2019 the underlying operating result before ownership costs doubled to NOK 6.5 billion (approximately €601 million) compared to 2018 and, by focusing on driving unit and ancillary revenue, the Group improved total revenue by 8% to NOK 43.5 billion (approximately €4 billion). Having done this, it was anticipated that the Group would return to sustainable profitability over the course of 2020.

Instead, the COVID-19 virus which swept Europe in Q1 2020 forced the Group to undertake the 2020 Restructuring in order to survive. The 2020 Restructuring, which completed earlier this year, and included a fresh equity investment through a public offering, demonstrated that the Group’s trading partners were willing to support the Group during a historically challenging time for the entire aviation industry.

Most market observers believe that worldwide capacity levels will not return to 2019 levels until 2022 at the earliest. This will continue to put severe downward pressure on aircraft asset values and limiting aircraft remarketing opportunities. Given the Group’s desire to reduce the size of both its narrow and wide body fleets, it is reasonable to assume that a subset of the Group’s current trading partners will be willing to provide the desired level of further support to the Group, especially with a deleveraged balance sheet and business plan focused on profitability.

(b) Over the past three years, a series of financial, strategic and/or retail investors have demonstrated strong interest in investing in the Group or acquiring some of its assets. These expressions of interest can be summarised as follows:

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Strategic investors

(i) In 2018, a formal process was conducted with IAG regarding a potential acquisition of the Group by British Airways. The same year two other European airlines expressed an interest in acquiring the Group. These expressions of interest, however, were not progressed in any meaningful way in circumstances were IAG was seen as the fore runner. The IAG-NAS discussions collapsed in December 2018 in an increasingly complicated Brexit context. In early 2020, a further expression of interest was received from an aviation investor which had previously invested in the European low cost carrier space, shortly before the start of the COVID-19 pandemic. In the last couple of months, the Group has received further expressions of interest from European strategic investors which the Group would encourage any examiner appointed to the Companies to pursue further. The fact that expressions of interest continue to be received in respect of the Group, despite the aviation industry struggling with the fall-out from the COVID-19 pandemic, clearly demonstrates that there is a viable underlying business.

(ii) In 2019, several large international financial institutions with an interest in investing in the airline industry approached the Group regarding a potential acquisition of some or all of the Group’s assets. A formal due diligence exercise was undertaken but nothing ultimately came from these expressions of interest. Fresh expressions of interest have been received over the course of 2020, from both Scandinavian and international financial investors, regarding a possible investment in the Group.

(iii) In 2019 and 2020, the Group successfully executed four capital raises while in financial restructuring. In the first half of 2019, the Group raised approximately NOK 3,000 million (approximately €278 million) through a rights issue. In the second half of 2019, the Group raised a further NOK 1,500 million (approximately €139 million) of equity and US$150 million of convertible debt.

As part of the 2020 Restructuring in May of this year, whilst the Group was in the process of negotiating a debt for equity swap in respect of NOK 1,200 million (approximately €111 million), it successfully raised a further NOK 400 million (approximately €37 million) of equity via a public offering. Local financial advisors have indicated to the Group’s management that they are confident that the Group should be able to raise significant additional equity from the Norwegian capital markets in the coming months.

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(iv) Although the Norwegian government has only very recently announced that it is not currently its intention to make any further investment in the Group, the Group’s management remain hopeful that upon the completion of a restructuring and the emergence of a more streamlined operation, that the Norwegian government’s position in this regard will change should a further approach for investment be made to it.

14.9 For the reasons set out above and having regard to the views formed by the Independent Expert (as set out at paragraph 14.7 above), the Petitioners believe that the conditions to which the Independent Expert’s opinion in relation to prospects of survival are subject are capable of being satisfied and that, accordingly, the Companies and the whole or part of their undertakings have a reasonable prospect of survival as going concerns.

15 CURRENT FINANCING / FUNDING REQUIRED TO CONTINUE TRADING

15.1 At section 11 of the Report the Independent Expert has, on the basis of a review of the cash flow projections and the underlying assumptions, expressed the view that the Companies should have sufficient resources to meet all of their obligations during the protection period.

16 ALTERNATIVE TO EXAMINERSHIP

16.1 The estimated liquidation statements of affairs set out at appendix A of the Report estimate the deficit to the creditors of the Companies on a liquidation of the Companies. The estimated statements of affairs in respect of the Companies indicate that funds realisable from the disposal of assets on a break-up basis would result in the unsecured creditors of the Companies receiving a dividend of far less (if any) than the amount due to them. If the Companies are placed under the protection of the High Court there is a possibility of some dividend to all classes of creditors of the Companies.

16.2 The liquidation of the Companies, apart from the consequent loss of jobs, would expose the Companies and their creditors to a fire sale of their assets at the worst point in the economic cycle of the Companies and during a time of sustained, depressed aviation asset values arising due to the COVID-19 pandemic. For this reason alone, the interests of the Companies’ employees and creditors and the interests of the Companies would best be served by its continued trading.

16.3 The petitioners believe that a restructuring of the Companies’ affairs is both achievable and in the best interests of the employees of the Companies and their members and creditors.

16.4 On this basis, the Petitioners believe that examinership would serve the interests of the employees and creditors of the Companies better than a winding-up of the Companies. Your petitioner further believes that there is a reasonable prospect of the survival of the Companies

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and the whole or part of their undertakings as going concerns if the Proposed Examiner is appointed by this Honourable Court to the Companies for the reasons set out in this petition.

17 APPOINTMENT OF PROPOSED EXAMINER

17.1 The Petitioners each seek the appointment of the Proposed Examiner to the Companies. The Petitioners believe that the Companies have a viable future post-restructuring on the basis that each of the Companies has a core business which is capable of operating on a going concern basis subject to the implementation of a restructuring plan.

18 INTERIM EXAMINER

18.1 The Petitioners seek the appointment of the Proposed Examiner to the Companies on an interim basis pending the hearing of the within petition. Having regard to the foregoing the Petitioners believe that the within case is an appropriate one for the appointment of an interim examiner for a number of reasons.

18.2 The Petitioners hope to reduce the period of court protection to as short a time as possible. As the Court will no doubt appreciate the COVID-19 pandemic has caused unprecedented disruption to the global economy and to the aviation sector in particular and the challenges facing the Companies are unique and rapidly evolving as a result of the current COVID-19 emergency. The appointment of an interim examiner is therefore appropriate taking into consideration the ongoing uncertainties and shifting positions caused by the COVID-19 pandemic.

18.3 Although there have been some very promising developments in recent days regarding the timing of the availability of a possible vaccine for the COVID-19 virus, the catastrophic effect which the travel restrictions imposed by governments in response to the COVID-19 pandemic has had on the aviation sector (which has been well documented in the media over the last number of months) cannot be emphasised enough. An examinership will afford the Companies protection for a very limited amount of time only and it is therefore very important that the examiner is in situ on day one so that he would be able to being work immediately on considering the appropriateness of a scheme or arrangement with a view, in the event of the confirmation of his appointment, to sourcing the necessary investment to enable him to formulate a scheme of arrangement in respect of each of the Companies and convening the requisite meetings of members and creditors as soon as possible thereafter.

18.4 The appointment of an interim examiner to the Companies will afford the protection of the Court to NAS as a related company, being, the ultimate parent of the Group. If an interim examiner is not appointed to NAS it will not be under the protection of this Honourable Court pending the hearing of the Petition.

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18.5 The appointment of an interim examiner would permit the directors of the Companies and management to focus on the business of the Companies but would also afford the interim examiner additional time with the Companies’ management to better understand the difficulties faced by the Companies and the pressure points.

18.6 In order to ensure that the examinerships progress as efficiently as possible and that key decisions can be implemented in a timely fashion, the appointment of an interim examiner will assist with overcoming any potential delays in this regard for the Companies as early as possible in the process.

18.7 The appointment of an interim examiner will result in greater confidence among the Companies’ creditors and their workforce, as to the continuing business of the Companies.

18.8 The appointment of an interim examiner would assist the Companies to minimise any potential disruptions to its ongoing operations as an interim examiner may engage meaningfully with key suppliers and customers to attempt to implement the required restructuring of the Companies without any further disruption to its operations.

18.9 The very fact of the appointment of an interim examiner will reduce the likelihood of disruption of the Companies’ business.

18.10 The Petitioners each reserve the right to rely upon such additional reasons for the appointment of an examiner on an interim basis as may be available at the hearing of the application for directions in accordance with Order 74A, rule 5(4) of the Rules of the Superior Courts.

19 NO RESOLUTION FOR THE WINDING UP OF THE RECEIVER OR LIQUIDATOR APPOINTED

As at the date of this petition, there is no winding up of the Companies, compulsory or voluntary and no receiver has been appointed to the Companies.

20 NATIONAL ASSET MANAGEMENT AGENCY

None of the Companies have any obligations in relation to bank assets that have been transferred to the National Asset Management Agency or a “NAMA group entity”, each within the meaning of section 4 of the National Asset Management Agency Act 2009.

21 CENTRE OF MAIN INTERESTS

The Petitioners

21.1 None of the Petitioners are insurance undertakings, credit institutions or investment undertakings providing services involving the holding of funds or securities for third parties, or collective investment undertaking under Article 1(2) of the EU Insolvency Regulation.

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21.2 Each of the Petitioners was incorporated in the State and has its principal place of business in the State. The Petitioners’ interests are administered in the State on a regular basis (such as would be perceived by third parties dealing with the Petitioners) and the Petitioners carry on the majority of their business within the State. The decision making functions of the Petitioners are within the State. The majority of the Directors are resident in the State. Board meetings of the Petitioners take place in Dublin. All of this is known to the creditors of each of the Petitioners. In the circumstances, it is considered that the COMI of each of the Petitioners is within the State, the EU Insolvency Regulation applies to the Petitioners and these proceedings would be main proceedings as defined in Article 3 of the EU Insolvency Regulation.

21.3 To the best of the Petitioners’ knowledge, no insolvency proceedings have been opened in respect of any of the Petitioners’ in any “Member State” as defined in the EU Insolvency Regulation (other than the State).

NAS

21.4 As set out in this petition, the Petitioners are also seeking the appointment of an examiner both on an interim basis and in due course as examiner to NAS on the basis that it is a related company of the Petitioners within the meaning of section 517 and section 2(10) of the 2014 Act. For the purpose of section 2(10) of the 2014 Act, a related company includes anybody that is capable of being wound up under the 2014 Act. For the following reasons, the Petitioners are satisfied that there is a sufficient connection between NAS and Ireland such that it is a corporate body which is capable of being wound up under the 2014 Act.

(a) As is apparent from the Group structure exhibited to the Verifying Affidavit, NAS is the ultimate parent company of the Group. It is the sole shareholder of AAA and NAI (both Irish incorporated companies which are managed and operated from Ireland).

(b) NAS has had a long standing connection with Ireland, whether through its on-going commercial relations with third party Irish lessors of aircraft owned, financed or registered in Ireland or its operation of flights to and from Ireland. Indeed, up until the restrictions introduced by the Irish government in response to the COVID-19 pandemic, NAS had operated a service between Dublin and Oslo. This service is currently suspended.

(c) In or about 2013, NAS’s connection with Ireland was strengthened further as a result of the implementation of a number of strategic reorganisation decisions taken by it. Such decisions included the establishment of: (i) a number of subsidiary airlines (one of which was NAI, an Irish airline which is 100% owned and controlled by NAS); and (ii) NAS’s new aircraft leasing and financing platform in Ireland (i.e. the NAS Asset Management Platform).

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(d) As set out above, AAA is the Irish holding company for NAS’s Irish aircraft leasing and financing platform established in 2013 and through which NAS finances and continues to lease its entire fleet of aircraft. AAA was incorporated to act as an asset management company for NAS (and the other group airline companies) centralising aircraft leases and financings in a dedicated corporate structure. Through its shareholding in AAA, NAS has an indirect interest in 36 Irish incorporated operating companies (ie the Subsidiaries) which, together with AAA, lease and manage the entire fleet of aircraft operated by NAS and the other Group airlines. AAA oversees and manages the contractual arrangements relating to the purchase, leasing, financing, maintenance and trading of all aircraft operated by NAS (and indeed the other Group airlines). As at the date of this petition, NAS has a direct and/or indirect interest in over 40 Irish incorporated companies, each of which perform various functions for the benefit of NAS and its other Group airlines.

(e) The NAS Asset Management Platform, which is operated in and from Ireland, lease 140 aircraft (in total) to both NAS and its wholly owned subsidiary airlines, including NAI. The vast majority of the third party lessors which lease aircraft to the Group through the NAS Asset Management Platform have themselves substantial operations in Ireland (with offices, staff, etc.). NAS has also guaranteed a large proportion of the lease obligations of the NAS Asset Management Platform.

(f) The use of Irish corporate structures and platforms for the financing, management and leasing of aircraft in and from Ireland, such as the NAS Asset Management Platform, is a common feature of international aviation industry. Ireland is the global leader in the aviation sector and is widely recognised as an international centre of excellence. It is estimated that over 50% of the leased commercial aircraft in operation worldwide are owned in, leased or managed in and from Ireland.

(g) Ireland’s continued success, and the influx of many of the world’s largest and leading aircraft leasing companies to Ireland, is attributed to many factors including but not limited to:

(i) having a significant pool of talented and highly experienced professionals following forty years of dominance in the aviation sector;

(ii) having a favourable on-shore, stable and industry targeted tax regime with a vast network of double taxation agreements far in excess of any competing jurisdiction;

(iii) having a developed and internationally respected common law legal system;

(iv) the globally renowned and respected reputation of the Irish Aviation Authority;

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(v) contracting state to the Cape Town Convention and Aircraft Protocol;

(vi) English speaking;

(vii) having a government committed to growing and supporting the industry; and

(viii) being an EU member state with little perceived political risk.

(h) The NAS Asset Management Platform plays a key role in the effective and efficient operations of the Group, providing the flexibility to transition aircraft between the numerous airlines within the Group with relative ease. The commercial terms of the existing aircraft leasing and financing arrangements are in part predicated on the utilisation of an Irish leasing structure and the benefits that it provides for financiers and lessors alike. Ireland is the most commonly recognised and used jurisdiction in the aviation leasing and financing sector. Having an Irish platform with an Irish airline makes it attractive to third party lessors, investors and financiers as it is a jurisdiction with which all will be familiar and comfortable. It would therefore not be cost effective or otherwise beneficial to dispense with the NAS Asset Management Platform, which is now an intrinsic element of the operational efficiencies of the airlines within the Group.

(i) The Group’s aircraft purchase contracts (with Boeing and Airbus / Airbus SE) are managed and negotiated from Ireland by AAA. AAA is the counter party to these contracts. For completeness, NAS was the original counterparty to the said aircraft purchase contracts. Following the decision to establish the NAS Asset Management Platform in Ireland in 2013, the aircraft purchase contracts to which NAS was a party were novated to AAA. As mentioned previously, the 787-9 Boeing purchase contract was entered into by AAA (on behalf of the Group) in 2015.

(j) In addition to the above, the IP rights to the NAS brand / trademark are held by Norwegian Brand Limited (“Norwegian Brand”), an Irish incorporated sister company of AAA which is also 100% controlled by NAS. Norwegian Brand licences the use of the NAS brand / trademark to NAS and its affiliate airlines from Ireland.

22 RELIEFS

21.1 Your Petitioners therefore pray for the following reliefs:

(i) an order pursuant to section 512(7) of the 2014 Act appointing the Proposed Examiner (who has confirmed by way of letter of consent dated 17 November 2020 that he consents to act as examiner of each of the Petitioners and who has had no previous professional involvement with any of the Petitioners) as examiner on an interim basis

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to each of the Petitioners pending the hearing of the petition or such other date as this Honourable Court shall deem fit;

(ii) an order pursuant to section 517(1) of the 2014 Act admitting NAS to the protection of the High Court, together with an order appointing the Proposed Examiner as examiner on an interim basis to NAS pending the hearing of the petition or such other date as this Honourable Court shall deem fit and, if necessary, conferring upon the Proposed Examiner all of the functions conferred upon him in relation to the Petitioners in respect of NAS;

(iii) an order pursuant to 509(1) of the 2014 Act appointing the Proposed Examiner as examiner to each of the Petitioners and an order pursuant to section 517(1) of the 2014 Act appointed the Proposed Examiner as examiner to NAS (as a related company);

(iv) such directions regarding the hearing of the petition and the advertisement of the petition as may seem appropriate;

(v) such further or other orders and / or directions as to this Honourable Court may seem appropriate; and

(vi) an order providing for the costs of, and incidental, to the petition.

Dated this day of November 2020

Signed______

MATHESON Solicitors for the petitioners 70 Sir John Rogerson's Quay Dublin 2

Subject to the directions of this Honourable Court it is intended to serve this petition herein on:

1. The Commission for Aviation Regulation

2. Norwegian Civil Aviation Authority (Luftfartstuksynet)

3. The Revenue Commissioners

4. Bondholder trustee: Jørgen Andersen ([email protected]) (nordictrustee.com)

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5. AerCap

6. Avolon

7. BOCA Aviation

8. Dr Peters

9. ICBC

10. Jackson Square Aviation

11. MG Aviation

12. Mitsui

13. SMBC

14. Rolls-Royce

15. Boeing Global Services

16. Lufthansa Technik

17. Wells Fargo

18. Aviation Capital Group

19. Airbus SE

Duly presented in the Central Office of the High Court by Matheson, 70 Sir John Rogerson’s Quay, Dublin 2 by and on behalf of the petitioners, this day of November 2020

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THE HIGH COURT

Record No 2020 COS

IN THE MATTER OF ARCTIC AVIATION ASSETS DESIGNATED ACTIVITY COMPANY

AND

IN THE MATTER OF NORWEGIAN AIR INTERNATIONAL LIMITED

AND

IN THE MATTER OF DRAMMENSFJORDEN LEASING LIMITED

AND

IN THE MATTER OF TORSKEFJORDEN LEASING LIMITED

AND

IN THE MATTER OF LYSAKERFJORDEN LEASING LIMITED

AND

IN THE MATTER OF PART 10 OF THE COMPANIES ACT 2014

AND

IN THE MATTER OF NORWEGIAN AIR SHUTTLE ASA AS A RELATED COMPANY WITHIN THE MEANING OF SECTION 517 AND SECTION 2(10) OF THE COMPANIES ACT 2014

EXAMINERSHIP PETITION

MATHESON Solicitors for the Petitioners 70 Sir John Rogerson's Quay Dublin 2 51129785.4

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Exhibit G

Official Form 202 21-10479-mew Doc 1 Filed 03/12/21 Entered 03/12/21 09:49:21 Main Document Pg 101 of 101 Fill in this information to identify the case and this filing:

Debtor Name ______Norwegian Air Shuttle ASA

United States Bankruptcy Court for the: ______Southern District of ______New York (State) Case number (If known): ______

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

 Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)

 Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

 Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

 Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)

 Schedule H: Codebtors (Official Form 206H)

 Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)

 Amended Schedule ____

 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204)

 Other document that requires a declaration______Rule 1007(a)(4) Statement and Corporate Ownership Statement

I declare under penalty of perjury that the foregoing is true and correct.

03/12/2021 Executed on ____________MM / DD / YYYY Signature of individual signing on behalf of debtor

______GEIR KARLSEN Printed name

______Foreign Representative Position or relationship to debtor

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors